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Improvisation Toolbelt

by Mark Heinemann

© Copyright 2001 Mark Heinemann. All rights reserved.

Tools Needed

What key are you in?

That’s a good question to ask yourself when you are about to jam. What key am I in? Rock and Roll pieces are usually in one key. If you have this information then you know what scales will work over the chord changes you are jamming on. One indication is usually the first and last chord of a song are the primary or root chord of the key. For example, if you begin and end with a G chord then chances are the song is in the key of G. At this point you can decide to use major, minor or pentatonic scales as your point of departure.

Scales: Major, Minor, Pentatonic

Scales are the fabric which melodies and chords are cut from. All three imply each other. A chord progression in the key of G was built from a G major scale. G A B C D E F# G, the notes in a G chord are G B D, notice how all three of those notes are contained in the G major scale.

The pentatonic scale is a five note scale that can be found in many traditional musics from around the world. You will find it at the heart of Blues, Jazz, Rock, Country and other American musical forms. It is truly a global scale. The pentatonic scale is built from the 1,2, 3, 5, 6 of any major scale. Ie. In the key of C the notes are C D E G A. Usually the pentatonic scale can be applied in at least two different places when you are working on a song and both give it a distinct flavor. By the way the trademark of Allman Brother’s, Dickey Bett’s and Duane Allman’s solo style was their ability to use the pentatonic scale when soloing. One location gives it a more easing going, country kind of feel, the other location has a more biting blues flavor. Here’s the reason why. If we are in the key of C and we take a Cmajor chord the notes are C, E, G. When we look at the C major pentatonic scale the notes are C, D, E, G, A. This scale gives it a country type feel. Notice how the notes of the C chord are contained in the C pentatonic scale. Now if we play a C minor or Eb major pentatonic. ( they are both the same) the notes are C,Eb,F,G,Bb it gives it a minor Blues feel. There are a couple of reasons for this.

The Eb clashes against the E natural of a C major chord. This is called the minor third. And the Bb gives a flatted seventh feel as if we were playing a C7 chord instead of a C triad. So you have two or three options when relating with that major key.

  1. Play the exact notes in the scale of C. Those notes are c, d, e, f, g, a, b, c

  2. Play the pentatonic scale which is built on the 1, 2, 3, 5, 6 of a scale. In the key of C that would be c, d, e, g, a

  3. Take that C major scale and flat the third, and the seventh, now construct a minor pentatonic using the 1, b3, 4, 5, b7, or C, Eb, F, G, Bb
  4. This minor pentatonic is related to the key of Eb/Cminor. Remember and the Aminor chord has A-C-E in it. Notice that they have two notes in common. C and E.

  5. You could Eb, F, G, Bb, C. Notice that it has the exact same notes as the C minor pentatonic and that is because Eb and Cminor are related to each other. And the reason we use this scale is because this is the minor blues sound we are wanting. An Eb or Cminor pentatonic has the flat 3 and the flatted 7 built into it. This works well against a regular Cmajor Chord.construct a major pentatonic starting in the key of Eb and use the same formula for a major pentatonic which is 1, 2, 3, 5, 6

Hey does all this seem confusing? It can be, but you have to keep in mind that learning theory and learning how to improvise is a process that takes a long time to absorb. It’s harder to describe on paper than it is to hear it audibly. When you hear it, then it will all make sense. There are many fantastic musicians who do not know anything about theory or even how to read music. Theory is just there to help you let out your solo. It isn’t a substitute for music.

Now if you happen to be playing a song in a minor key like A minor for example; remember that the Aminor scale has the same notes and is contained in the C major scale. They are the exact same notes it’s just that they have different starting points. Have you ever heard of the relative minor. The chord Cmajor is made up of C-E-G and the chord Aminor which is built from the Cmajor scale beginning at the 6th degree or A is made up of A-C-E. Notice that C and Aminor have two notes in common which is C and E. This is why they are realated and why A minor is the relative minor of C major. Remember that music is like an ocean and there is a constant flow of waves which you could think of as being the harmonies and scales intersecting and blending with each other. So there is nothing hard and fast. When in doubt you have to trust your ear. The ear is the best judge of all. Something could look good on paper but if it doesn’t sound good then that’s "All she Wrote".

As improviser you are the Grand experimenter and wizard and these are basic tools which will serve you to find your own tricks and what sounds good to you.

Passing and Chromatic Tones

Passing and chromatic tones are the notes that you normally don’t play when you are playing a scale in a key. There are 7 key tones and five passing or chromatic tones that do not belong to that key. How can you use those other five notes. The chromatic scale was one of the great advents in the history of Jazz. Charlie Parker was a big proponent of this. You could pick a destination point and maybe that destination point was a key tone or a color, or chordal extensional tone like a flat 9, but you could get there without having to worry about the key tones. You could slide through all 12 tones and it would sound good. The chromatic scale is a characteristic sound that you can hear in Jazz playing.

Passing tones are a way you can avoid predictability when you are playing a solo. It is possible to circle around your destination point or key tone by preceding it above or below by a half or whole step. The unexpected can be a welcome element in improvisation. As an exercise try playing on a piece using only key tones and then try adding chromatic or passing tones as a means of approaching those key tones.

Chord Changes

Chord changes are built from scales. Chords are groups of three or more notes, usually songs are built out of sets of chord changes that relate to the key you are playing in.

If we take the Cmajor scale CDEFGABC and build a chord or triad starting with every note. Counting 1, 3, 5 beginning on each note we have a series of chords that are a mix of major, minor and diminished. C is one, E is 3 and G is 5 This is a Cmajor chord. If we begin our triad on D, D is 1, F is 3 and A is 5, this is a D minor chord. And if you continue up the rest of the scale you will have Eminor , F major, Gmajor, Aminor and B half diminished. This pattern of chords built on every degree of a scale repeats in every Major key.

This is a great clue because most songs are built in keys and unless the song modulates or goes into another key the chords will probably belong to this standard pattern. So!!! If chords are built out of a scale then it follows when you are jamming over chord changes you can use the scale over those chord changes that the chords were originally built from. Chords, Scales, Melodies are all interrelated and they bounce back and forth between each other.


Inversions are different forms of the same chord. It’s a way that you stack the notes in the chord, that’s all it is. Simple. How this comes in handy in your tool belt is when you are accompanying someone it gives you extra options for playing the same chord. You are no longer limited just to one position.

Example of the C major chord and it’s inversions is C-E-G- is root position,

E-G-C is first inversion and G-C-E is second inversion.

If you are playing over a set of chord changes and you don’t have a lot of confidence in your knowledge of scales and which ones will work over the changes you can always use chords and inversions to fashion a full bodied chord solo. Remember that to solo you don’t need a flashy set of fast notes, but something soulful, simple and heart felt. Once I went to a Bluegrass Jam and most of the songs were played at a very fast tempo. I wasn’t in shape to play the songs at that pace, but what I did when it was my turn to solo was play a chord solo at half the speed as the accompaniment rhythm and the solo stood out in contrast to all the other fast noted solos. It made a nice statement.


Arpeggios are all the notes of a chord played in succession, one note at a time. The word arpeggio is derived from harp. If you have ever listened to harp music, that is one of the signature sounds of the music. You will hear a chord being arpeggiated one note at a time. Sometimes very fast. Sometimes slow.

Arpeggios help to give the impression of vertical motion in music. A lot of times when people improvise ( especially Guitar players) it is more horizontal and based on scalar movement. When you add in arpeggios it gives the music more depth and height, you are able to use more full range of your instrument. One other really helpful thing about arpeggios is if you are ever playing over a set of "Changes" that are unfamiliar to you, you can always play the arpeggio of the chords in question and it will always sound good. Or you can just visualize the shape of the chord and then hit those notes in any order you please. This is something that Charlie Christian did when he played. It can take some of the work out of the improvisation and it can even free up some possibilities because then you will be able to visualize extensions like 13th’s as well.


Pretty much any musician learned from those who came before. They are carrying on a tradition of learning from those who came before. Unless you are an exceptionally bright gift and can totally forge a new style there is some background of people or teachers that came before who were instrumental in helping to create your style. Even some of the most brave musical explorers such as Cecil Taylor, Ornette Coleman, Karl Heinz Stockhausen, Pharoah Sanders all had to come from some place.

Uusally what happened was they entered into a period of apprenticeship where they learned how to play their instrument technically and then studied and applied what they learned to tried and true compositions before creating their own style. Some of this involves learning the sounds and the licks of the masters that came before.

A lick is usually two or more notes repeated in a pattern that can be played over a set of chord changes. Often times the lick can be played and several chords can pass by especially if they are simple and not too complicated. I like to think of improvisation as being a series of street lamps or sign posts. You know that they will occur but how you get there is the fun of it and the unexpected. Licks can help you get from one sign post to the next or they can even be the sign post itself.

Even the greatest of improvisers and composers have their signature licks. Listen to B.B.King, Bach, Mozart. They all have certain things that they do in their pieces over and over, that are almost predictable. To play spontaneously and create something totally new is a very hard thing to do. It’s worth striving for but you can’t just help but move towards what is familiar. Leroy Jenkins a well known avant-garde jazz viiolinist I worked with said he always tried to create something new when he played. He too, had signature licks that he repeated in every piece. That lick was so much a part of him that if you heard it once you knew it was him. Who can forget Elmore James signature lick when he puts the slide up to the 12th fret in dust broom. How many pieces did he play that lick in and yet it sounded so damn good.

Every Genre has signature licks that when you learn that style of music you will also learn those licks. Licks can take the wondering out of your mind, I wonder what I need to play here. You can just go to that lick and know that it will work. All the great blues masters that I know of have built on the traditions and masters of the past. You can hear it in their playing and when they play those licks it’s as if they were paying homage to those who came before as well as keeping an ear towards the future. Because, what eventually happens is that you get to a level where you can create your own licks and sometimes spontaneously and in the moment.

Collaboration and Ensemble Playing

Unless you are playing by yourself, improvisation is usually done with more than one person. Here in lies one of the major beauties of improvisation, it offers the opportunity to communicate sensitively with others. You can be highly developed as a musician but your ability to solo is only as good as the rhythm section underneath you. That is the role of a good ensemble; to lift and support the soloist so they are left free to fly to the heavens.

One of the most important experiences with improvisation happened for me when I was 21. Through a work study program at school I got the opportunity to apprentice to Carman Moore, a composer based in New York. In addition to doing clerical work for him I was able to play in his ensemble pieces which were a mixture of straight notation and structured improvisation. Carman always hired the best players. Some of them I had read about or was aware of their recordings for years. There I was just a kid and shaking in my boots and in awe of these musicians. What an honor it was to be able to play along side of them.

When it came time for me to solo the ensemble was so supportive, it was like I was being lifted up by the most gentle and responsive musical cloud. I will never forget that experience. All of the players are extremely gifted as soloists but they also know the art of being a team player. The better the musician is the easier it should be to play with them.

If you listen to the great bands from the past, the Beatles, the Duke Ellington Orchestra, the Chamber Orchestra of Europe under the direction of Nicholas Harnoncourt, Phish, the Grateful Dead, Count Basie, Sly and the Family Stone, War, Lunasa. The list is endless, but what the key element in all these groups is a profound commitment to making good music together. This requires sensitivity and a responsiveness in the moment. A willingness to set yourself aside, to make a sacrifice to take a lesser role in order to help someone else shine, and the ability to find joy in the role of being a supporter.

The Duke Ellington Orchestra is a classic example. All the men in that band were past masters of their instruments. But together they worked to come up with a fantastic blend of instruments and music where their sound was unified. They were able to play as one unit. Just listening to the ensemble playing is a treat in itself but then if you add some of the worlds best soloists to play on top of the musical bed this outfit was creating they were able to take the music to an even higher level.

Simplicity is a huge key to this. To play with others doesn’t require a lot of notes. It takes the ability to always ask yourself what is going to make this music swing the most. And that might mean just playing a very simple part on a percussion instrument. Often times a simple repetitive part can be the most effective for cohering and unifying a body of music.

When I lived in Vermont I played upright bass in a bluegrass band. I had never played that style of music before and when I began I played it more like a jazz player. I wasn’t content to play a few notes, I wanted to play moving lines that were constantly walking. One night something clicked inside of me and I played very simply and just the roots and fifths of the chords. That night our group took off and became much tighter and rhythmically precise as a unit. A large part of this is because I was able to set aside my musical ego in that moment to play something very simple. Simple and yet strong in it’s musical effect.

Good ensemble and collaborative playing is based on a simple formula. How can we work together to present something that is beautiful and how do I let go with what I want and instead find out what we want. When "We" becomes the most important guiding light in an ensemble the music reflects that quality.

Dynamics, Timbre, Color

Dynamics, timbre and color are special seasonings that you can add to your solo and are the mark of a sensitive player. If you played at one volume all the time then there would be a sameness to your sound. It might even sound boring. If on the other hand you took a phrase or even just one note and you worked it and played with it so that there was phrasing and shape, that is the kind of thing that pulls the listener in. An example would be to play one passage in pizzicato style and to follow that section up by "biting the strings" creating false harmonics while using the pick and striking at the same time with your finger nail. Or you could start very softly and crescendo to a louder volume only to become soft again.

These are two different things here. Color and timbre is the actual sound you can produce from your instrument and dynamics is the volume and emotional intensity that you put into a piece of music. If you can keep both things in mind the music will begin to sparkle. At the heart of this is learning how to be in the present and sensitive to every possibility. These seasonings give life to the music. One great master of timbre is Jeff Beck. If you listen to one of his old albums with Jan Hammer called Wired you will be amazed at how many sounds he can get out of that instrument. Jimi Hendrix was another one. How about Arthur Rubinstein playing the Chopin Nocturnes? It seems to be just a piano but how did he get so many different sounds and textures out of it! Part of the reason is that he was deeply in tune with every aspect of music performance and nothing was left undone. He wanted to put his very personal touch on every note of the music.

When conductors are putting the Orchestra through it’s paces, this is in some ways the ruler that they are measured by. How well was the ensemble playing and what dynamics were they able to pull off in their interpretations of a well known piece.

The music is already written out, those notes are fixed on the page so you can’t change them, but what you can change is the color and dynamics. As an exercise listen to 2 if not 3 conductors playing the same piece, I guarantee you that no two are alike. One version can capture the feeling and original intent of a composer perfectly and another version can leave you cold. The same is true with improvisation, there are many players who can play fast over chord changes but often it feels like wall paper with some uninteresting patterns and when everything is said and done they fade in the wood work. Often as a general rule, less is more.

Vocalization of your melodies

The melody is one of the most powerful forms of expression that we have. People love stories and a good melody is one of the best story tellers. This is one of the reasons that people have loved Tchaikovsky’s musics; he wrote melodies from the heart. Because it is easy to play many notes fast, the vocal or story like quality of a melody can be easily lost. You are not in most cases actually singing the notes, but this is something that you want to keep in mind. Does my improvisation tell a story and is it understandable? If you can imagine singing it while playing this can give you a sense of space and breath, two very important aspects of soloing. Giving something time to unfold instead of cramming every second of sonic space with more notes. All those notes can lessen the impact of what you play. It would be like listening to someone talk quickly over and over. That would make things tire very soon. There is a time and a place for speed and pyrotechnics but not at the expense of good musical phrasing and again the main thrust of the composition. You want to always be asking yourself, does what I am playing serve the composition.

Sometimes you can even practice singing what you play. See how close you are, does your voice and the melodies that you play match up. Are they one and the same note. Eventually if you get good enough at this you can bring it to another step by playing a harmony to what you are singing, and all of this in the moment. When you sing as you play, or imagine yourself singing what you want to play it gives everything a vocal quality which is easily understood.

Rhythm the Final Frontier

What is rhythm? It is one of the most important elements to playing and improvising music. Rhythm is the underlying fabric and pulse which gives the impression that music is happening. Just like a river or a creek flowing in a rocky bed rhythm is the thing that lets you know that energy and motion are happening. Without motion and energy there is a static landscape. To play music is to go on a journey to some place familiar or unknown and rhythm is the locomotive that will take you there. Sometimes slowly at others it can be very fast, but rhythm is what will take you there.

We all have rhythm inside of us, our blood coursing in our veins or our heartbeat. Not only is it inside us but it is constantly manifesting in Nature as we witness the changing seasons, the heavens with the moon and the sun constantly on their up and down voyage.

Good rhythm requires making a commitment to landing accurately and squarely on the beat. It also takes a good ear to hear what I call the melody of the rhythm and when things repeat and with what frequency.

To play in rhythm with others requires that we are not lost in our own world, but listening to the whole and doing everything in our power to hear the landing point of the beat and line up with that exact moment.

When you solo there is a fine balance between the rhythm section and the soloist, where the section is supposed to support the player so they can go off into the creative heaven that is improvisation. At the same time the soloist should not totally disregard what the rhythm section is playing. If you play bad rhythmically while soloing that can tug at the whole fabric of the piece. Then the rhythm section will have their work cut our for them because they will have to struggle to play in rhythm while you are not.

When you solo, always try to make some rhythmic contribution to the piece. Pretend that your guitar or piano is a percussion instrument and that what you put together will make sense rhythmically and will add something to the fabric of the rhythm section. Even if what you are playing is very simple, it still can help to solidify the whole piece because of it’s rhythmic strength. When I went to hear Gato Barbieri the great Argentinian tenor saxophonist he had one of the better rhythm sections behind him and at the same time when he played it always seemed to throw more fire into an already hot rhythmic stew.

Rhythm is the dance and dance is music. Music, all music has dance in it and your job as musician is to find and release the dance in any piece that you are playing. No matter what the style of music, at the bed rock is the pulse and the pulse is the beat or rhythm and this is the journey that music is. We are not bound to one location, with music we can ride in our spaceship through the universe, travel anywhere we want to go. Rhythm is the thing that will take us there. When you work on your rhythm whether it is accompanying or soloing that is making a contribution to making that ride to the new location a smooth one.

Energy and the direction of your solo. Where are you heading?

This is where listening to accomplished musicians can be very helpful because you can see how they build their solos. Paul Kosoff late and great guitar player for the English blues rock band Free did a classic solo on the song All right now. He really took his time and built the energy until there was an emotional high point. Eric Clapton is master of this. Beethoven did this in his symphonies, he kept building things over and over. You could liken it to making love where he kept it going endlessly and wouldnt let it end until it really was time to end and finally after you believe there couldn’t be possibly anymore invention or new ideas, he brings it to the next level and there in that incredible place he lets you in on one huge sonic orgasm. Ooh Baby!

That’s part of the beauty of improvisation is that you can tell a story that has a beginning, middle and end and you are the orchestrator and have the license to place musical events in any order that you desire. Sometimes that means that you pick a point, a note that you are aiming for and that’s the thrust of a series of notes, you travel to that destination point.

Dynamics is a huge part of this. Do you start soft at first and then get louder, or is it the reverse. Or do you work with a few notes at first to build to many and then return to a few at the end. It’s all up to you but in any event it is important for you to make a decision even if it is off the cuff and feel some motion and movement. If your direction is flat and the landscape that you are traveling over has no scenic views then why travel there in the first place? When you play go to the Bahamas, or to Brooklyn or Europe or to the Moon and stars and then back home again if you want to.

One thing that I want to add to this is that when I improvise I always, somewhere in the back of my mind am concerned with how this solo will serve the composition. This is what I feel should be at the core for every improvisation. How will what you play help take the composition to the next level. Giving yourself over to the whole and being less concerned with what you can achieve as a player. The result will almost always be satisfying and if you can make a significant contribution to the composition then that will help transport the listener to give them a good listening experience, and why else would you want to play music; the goal has got to be about communicating.

Courage to Make Mistakes and Courage to Keep Going

You have to be willing to try stuff out if you are going to become a good improviser. Not everything you play will work, there will be plenty of off color notes. This is something you can count on. The good side of this is coming to realize that unlike most mistakes in life, musical ones are committed and then they vanish into thin air. If you have a good attitude about this then you will be able to profit from the unexpected good fortune of hitting wrong notes. Just imagine having a perfect game of pool where everything falls into place and lines up perfectly. It takes many years of practice and many scratches and combinations that don’t go well.

The good players that I know are not flustered by their mistakes. They know that they are human and when they drop a few notes, they don’t freeze. Instead they keep moving on as if it never happened. They have a commitment to this wonderful impression or magic called music. Where they trust in their intentions to communicate and get their thoughts and feelings across. Jeff Trastek who works with me in my Guitar quartet is the epitome of this. He is willing to take risks and at the same time he doesn’t stop his momentum or get cowed by the fact that he made a mistake. He keeps going and moving and exploring still trying to rhythmically propel the music forward.

It is a natural thing for musicians to want to stop once they have played a wrong note, because there it is for everyone to hear. But the truth is that it probably sounds better than you think. As players we are often more tuned into our mistakes than what went well. Listeners, or people who aren’t playing are usually more tuned into the music as a whole and they don’t fixate on what is not right.

Also really good players can take a mistake and make it appear as if this was something that they really intended and they might even go so far as to flaunt the wrong note and turn it into part of the composition. There just is no other way to develop as an improviser than to play a lot of good and bad notes and eventually the good notes will far outweigh the bad.

With all of the concepts in this tool belt it is good to remember that it will take years to master them. One of my first teachers Mike Gari a jazz player said that " if you can do it in a jam session then you can do it again". Meaning that you may not know what you did, but if you did it once then you can do it again. All of these concepts can be explored endlessly and a whole chapter could be written on each one.

Huge Dose of Soul

Technical prowess has some value, because it does enable you to have the tools to express your feelings through your instrument. But it is not the end, it is only the means. The most important thing always is to have an opening for your soul to blossom out. Listen to some of the great music makers like Bob Dylan, John Lee hooker just to name a couple. Both are not very technically gifted but when they play music there is so much feeling and soul that pours out of every note. In this place technique really doesn’t matter that much. I would always rather work with people who are less gifted technically but have heart and desire and their bags are packed to travel to some unknown and new destination. Soul is the common language. And there is soul in every style of music. In that special place where soul lives there is no difference when B.B. King plays an extended unaccompanied solo or when Isaac Stern plays a cadenza in a concerto.

With soul comes a willingness to put our innermost beliefs on the table for the world to hear. In some ways working with improvisation is a very safe arena to do this. That is why there are people who can be shy or introverted but when they play music it sounds like the lion’s roar. Improvisation is an acceptable place to do this. It requires some soul searching and life experiences to know what we believe in. What do you believe in. Where do you make your stand? Not all improvisation needs to be so heavy or thought provoking. A lot of it is intuitive or light and playful. But if our system of beliefs provide the foundation for what we express and communicate then this is a good thing to be willing to bring forth when we take a solo. Improvisation is a place to become an explorer and have new experiences where we can learn about ourselves. Through trying what we know and by taking risks we can have experiences that increase our capacity to feel and discover new parts of ourselves as well as developing communion with others. This language is universal and one of the reasons that people from all over the world are able to communicate with each other, free of the barrier of language. In the world of improvisation there can be instant give and take and the joy that comes with that.

Alone or in collaboration with others improvisation is a place where we can learn about ourselves and a place where we can grow. If we all have one life to live then what a special thing it is to come into contact with something that can help strengthen our lives. All it takes is the willingness to roll up our sleeves and give it a try.

© Copyright 2001 Mark Heinemann. All rights reserved.