To solo over rhythm changes on guitar, focus on the A section first, since the form is AABA and the A section is 75% of the tune. Practice it two ways: zoom in and spell each chord with triads, 7th chords and chromatic approach notes, then zoom out and hear the whole A section as one big center.
These are specific exercises I do on a daily basis to solo over this form, and I actually love practicing them. This post and the video walk through all eight in B flat: five zoomed-in exercises and three zoomed-out ones.
What are rhythm changes?
Rhythm changes is a 32-bar AABA form, named after the chords of Gershwin’s “I Got Rhythm.” If you know the A section, you actually know 75% of the song, because three of the four sections are A.
The B section is a sequence of dominants. In B flat that’s usually D7, G7, C7 and F7, two bars each. I’m not going to talk about the bridge right now. We’re going to focus on the A section.
The main thing happening in the A section is that we’re going from the I chord to the IV chord, often to the IV minor, and back to home base. In B flat that’s B flat, then E flat, often E flat minor, and back to B flat. The different routes you can take from the I to the IV are what we refer to as reharmonization, or playing line cliches from the jazz vocabulary.
The reason this form matters so much is that its structure and its harmonic progression are used not only in jazz but in a lot of other styles of music. If you understand it, hear the progression and can solo on this form, you can solo on a lot of other forms freely.
What does zooming in and zooming out mean?
Zooming in means you articulate each specific change. Zooming out means you hear one big center instead of 16 chords.
When I say changes, I mean what changed between one chord and the next. Zooming out means seeing the form in a more general way, not specific to the chord progression. We’ll do that using a few harmonic devices. The five zoomed-in exercises come first.
How do you practice soloing over rhythm changes? 5 zoomed-in exercises
Start by spelling the chords as clearly as you can, then add chromatic targets, a composed A section and sixteenth notes over a slow click. Each one runs over the whole A section.
- Triads. Play the 1, 3 and 5 of each chord over the form in eighth notes. Map each area of the neck separately and play the triads there.
- 7th chords. Same idea with the 7th added: 1, 3, 5, 7. On a B flat major 7 that’s B flat, D, F and A. If the arpeggios aren’t in your hands yet, start there.
- Chromatic notes that target chord tones. Use a chromatic note to target the chord tone on beat one. Or flip it: play the chromatic note on beat one and suspend the resolution by an eighth note or two.
- Compose an A section. Write an A section that’s very true to the changes and treat it like a classical etude, so you can practice it in different tempos, different keys and different areas of the guitar. It’s a very strong way to memorize the sound colors and tensions of those chords.
- Sixteenth notes, slow click. Put the metronome between 40 and 70 BPM and play sixteenth notes over the form.
How do you hear the A section as one center? 3 zoomed-out exercises
Pick one sound and let it carry the whole A section. These are three very important exercises. Remember, by zooming out I mean seeing the form in a more general way.
- Pentatonic centers. Take different minor pentatonics, like D minor, F minor, G minor and C minor, and play them over the form. Each one gives you a different set of extensions and tensions that will be mostly correct. D minor pentatonic, for example, is D, F, G, A and C, and every one of those notes lives in B flat major. If the shapes are new, the pentatonic scale lesson covers them.
- Target one degree. Take one of the degrees of the B flat major scale and aim your whole solo toward it. For example, I’ll take G minor as my center and target all my lines toward G minor. I’ll use progressions like A half diminished to D7, maybe a little bit of B flat, and choose everything in the soundscape of G minor.
- One big F7. Think only about F7 through the whole eight bars. Everything you play is one big F7, the V chord of B flat.
What makes a rhythm changes solo sound like jazz?
The right notes are only part of it. How you phrase them is what puts them in the style.
Remember the articulation, dynamic and rhythm are a big part of making these phrases sound within the style.
Rotem Sivan
Our harmonic and melodic explorations are great, but it’s very, very important to transcribe the masters and get as close as possible to the music.
Here’s a practice idea for today. Take exercise four and write your own A section in B flat: triads and 7th chords that spell each change, with a chromatic note or two landing on beat one. Play it slowly until it’s clean, then move it to a new tempo, a new key and a new area of the neck, the way you’d work on a classical etude.
If you want the bigger picture behind this kind of practice, Solo Mastery is my full framework for improvising: over 40 concepts for soloing, 10 real performances broken down note by note, plus shell chords, harmony, ear training and rhythm work.
Frequently asked questions
What form is rhythm changes?
It’s an AABA form, 32 bars with eight bars in each section. Because three of the four sections are A, learning the A section gets you 75% of the tune. The B section, the bridge, is a sequence of dominant chords.
What key is rhythm changes usually played in?
B flat is the most common key, and it’s the key used in this lesson. The A section moves from B flat (the I) to E flat (the IV), often to E flat minor, and back to B flat.
What scale can you use over rhythm changes?
One zoomed-out approach is to use a minor pentatonic as your center for the whole A section, like D minor, F minor, G minor or C minor. Each gives a different set of tensions that will be mostly correct. You can also think of the whole A section as one big F7.
How slow should I practice rhythm changes?
For the sixteenth-note exercise, set the metronome between 40 and 70 BPM and play sixteenth notes over the form. For a composed A section, practice it in different tempos, keys and areas of the guitar, like a classical etude.
Pick one zoomed-in exercise and one zoomed-out exercise and put them both on the A section this week. Then go transcribe a master playing over the same form.



