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Shape Shifting Over Chord Changes (L#79)

Improvising over multiple chord changes can be a daunting task. It can be challenging to be creative when playing over only one chord, but when there is 2, 3 or even 4 chords it's easy for your mind to get tied in knots - and instead of making great music, being melodic and hitting some sexy notes ;)... you're too busy just trying to hit 'some' of the right notes and hoping that there's not too many wrong notes

In this bass lesson I'm going to introduce you to 'Shape Shifting'. You're going to learn how you can alleviate some of the issues you'll have when playing over chord changes by simply shifting patterns on the fretboard. This technique can be used on many different chord sequences, but for this lesson we're going to concentrate on shape shifting over the Major II V I turnaround.

Grab you're bass and get in the shed! Scott

Full tab/notation & workbook available to Academy members »

Shape Shifting Over Chord Changes (L#79) - Video Transcript

Hey, how’re you doing? Scott here from If you
haven’t been to the website yet, check it out straight after this lesson
because there is literally hours and hours and hours of free lessons, just
like this one, for you. And if you subscribe as well to my newsletter, you
will also be sent free exclusive lessons that aren’t on YouTube, so make
sure you do that as well.

Today, I’m going to be talking about improvising over two-five-ones and a
really, really cool technique that you can use that will instantly make you
sound like you’ve got great phrasing. And all you’re doing is shifting
shapes, or shifting arpeggios. It’s a substitution. It’s going to make you
sound like you’re playing out a bit, so that’s pretty cool. If you’re not
sure what ‘playing out’ is, playing in is playing within a chord. Playing
out is kind of moving out of that chord, so you get some dissonance, and
then you move back into it as well. So that’s all that playing out is. It’s
a jazz term. So we’re going to be doing a little bit of that as well.

And the main thing about this is the phrasing. Now, phrasing is super
difficult to start with if you haven’t done it before. Phrasing well is
difficult anyway. You’ll tend to… I call it the quaver machine gun.
People just running up and down scales and it not telling a story and not
being cohesive. Everything they’re playing, or everything they should be
playing should be tying together. So, for instance, if I played a phrase
like… the next phrase could be… You see, the phrases join together.

The solo makes sense, hopefully, like I’m making sense right now. My
sentences are tied together. They relate to each other. And a lot of the
time when people are trying to solo, especially over changing chords, if
you’ve got a two-five-one or something like that, you almost get freaked
out by the chords changing so much that you can’t really think about your
phrasing. You’re too busy thinking, ‘Oh, that chord. Oh, that chord. Oh,
that chord.’ They’re just coming at you too fast.

So this is why this little trick I’m going to show you is going to
alleviate a little bit of that for you. Now, the two-five-one that we’ll be
talking about is D minor to G7 to C major 7. And that’s a two-five-one in
the key of C major. Now, if you don’t know what a two-five-one is, if that
makes no sense to you at all, I’ll just explain it now. The C-major scale
sounds like that, and it’s got one, two, three, four, five, six, seven
notes, and then it goes to the octave. Sorry, I’ve got a hair in my mouth.
It’s probably dog hair or something like that. So it’s got seven notes and
an octave. So every one of those notes has a chord attached to it, right?
So the C, the root of that scale, that’s the one chord. The two chord,
which is a D minor… Sorry, the two chord. The second note, that’s where
the two chord is built from. The third note, that’s where chord three is
built from. Fourth note, chord four. Fifth note, chord five. Sixth note,
chord six. You get it?

So when I say a ‘two-five-one in the key of C’, think to yourself, ‘Okay,
two, so that’s the second note of C major.’ That’s D. And the second chord
in any key is always minor, so it’s a D minor. And then we’ve got a five
chord, so count up five notes. One, two, three, four, five. That’s a G. The
five chord in any key is always a dominant seven chord in any major key, so
that’s a G dominant seven chord, and then we’ve got a one chord, the C
major. So we’ve got a two-five-one. And this chord progression is so
common. It’s in classical music. It’s in Christina Aguilera tunes as well.
It’s in everything. It’s completely across the board. So it’s really
important that we understand how to play over it as well.

Now, this little trick I’m going to show you is, basically, you’re shifting
in arpeggio. And if you heard me talking about chord tones before, you know
what I’m talking about. I really like people, when they start to solo, to
really hone in on those chord tones before you start getting into scales
and stuff. Scales are cool, but the chord tones, they’re the ‘meat and
potatoes’ of the sound. They’re the main sound of that chord. So when you
play the arpeggio, it’s really easy for the listener, who’s listening to
you solo, to think, ‘Oh, yeah, he’s playing over in minor chord’ instead of
it being ambiguous, which we don’t want that.

So, over the two chord, we’re just going to play D minor chord tones, which
will be D minor arpeggio, D, F, A, C, and D. And remember, these are all
over the neck. I always talk about this. Make sure you learn your arpeggios
in at least three different fingerings. There are tutorials about this on, so if you want to check that out, go for it after
this lesson. But, yeah, I talk about how you should learn them from your
first finger, your fourth finger, your second finger. And this means that
when I think, for instance, D minor, I’m not just thinking… I’m
thinking… Oops. I’m hopefully not thinking that note. So I can see over
the entire neck. So that’s the D minor.

Now, the trick is on the G7, when it goes two-five-one… We’ve got a full
bow of D minor, by the way. When it goes to that G7 dominant chord, we are
not going to play G7 arpeggio notes. We’re going to just move up exactly
what we played on the D minor, a minor third. We’re going to move it up a
minor third okay? So, for instance, I’m going to take you through three
different melodies, so you can apply this and then you can come up with
your own melodies and try that out as well.

So the first melody will be… Now, this is over D minor. So there’s the D
minor sound. And all I’m doing is sliding into the minor third with my
little finger, then fifth, then flat 7 here, root. So… And again… So
really slowly… Now for the G7. Now it goes to the G7 dominant chord. All
I want you to do, and this is why the phrasing sounds so cool when you do
this, because you just repeat what you did a minor third up. So a minor
third up, so there’s your D.

A minor third up will be F if you go up your minor scale. D, E, F. So
that’s your minor third. So you put your first finger on F and you play the
same thing. So, essentially, we’re superimposing an F minor over the G7
dominant chord. And we play the same thing in F. So the first one…
second… and then we resolve to the C major, and the fifth’s right there.
First one, D minor over the two chord. Over the five chord, F minor. But
I’m not really thinking F minor. I’m just thinking I’ll play the same thing
up a minor third. Now it works because… Let’s look at an F minor
superimposed on top of a G7. There’s the G7, but here we’ve got this sound,
which leaves an F minor. What it does is it gives us a flat 7, which is the
F. Now, the minor third of the F is the flat 9 of the G7. So it instantly
gives us that altered vibe. Then we’ve got an 11. Then we’ve got the sharp
5, another altered sound there. And then, again, to the flat 7 of the G7.
So the first melody that we’ll play is… of the D minor. Then over the G7,
the same thing again, up a minor third on there. And then we just resolve
into C major. And that’s C major there.

Now I’m going to play it with the backing track, so you can hear exactly
what it sounds like and hear the timing I’m using. Really try and get this
into your… Try and get the correct timing as well because that’s an
important thing. You need to have that strong timing as well.

If you want to download the backing track for this particular tutorial, if
you’re watching this on YouTube, hit the link below this video right after
the tutorial. It will take you through to the page, and you can just
download it completely for free from there. Or if you’re watching this on
my website, it’s down there right below this video. Just click it and
download it.

So let’s listen to this in action over the backing track, which is a two-

Okay, so let me just talk you through the chords. Here we’ve got chord two,
chord five, chord one. Two bars, chord one. And once more. Chord two, chord
five, chord one for two bars. On chord one, you can just play any C major
chord tones, C major scale, anything like that. Experiment. See if you can
get a bit fruity with it. You never know.

Okay, let’s listen to the melody we’ve been working on, on the D minor…
over the G7… How cool does that sound? C major… D minor… Up a minor
third… Once more… Mess around with the timing of it. Same note. It’s
just changing the timing. Again, I was changing the timing there.

Now let’s look at a different melody. We’re going to get a little bit more
complex with this one, and then with the next one, we’ll get even more
complex. Okay, so now I’m expecting you to start hearing that altered
sound, and you’re thinking, ‘That sounds really nice.’ And it’s working
because it’s got the correct altered tones within the F minor arpeggio. But
remember, I’m not particularly thinking F minor after the D minor 7. I’m
just thinking, ‘Oh, I’ll play exactly what I just played a minor third up.’
So let’s look even more into that. Let’s add a few more… Let’s play
something a little bit more complex. And then we’ll just, again, push it up
a minor third. Maybe let’s play…
Oh, that’s nice. I’ll try and remember it. Oh, I can’t remember it. Let’s
choose something that I’m going to remember. Yeah, let’s do that one. And
then I’m just going to move that up a minor third… and then resolve to
the C major… Again… and then resolve to the C major. Once more…. So
let’s look at what I’m playing there. Over the D minor, I’m just going…
So going down the D minor scale. Well, I am using the D minor scale there,
but you could think of it as the arpeggio as well, just with the ninth
added in. Here’s the… I’m going minor third, nine, root, 7. So, slowly…
Then to the fifth, then the minor third again, so just down the D minor
arpeggio. And then 9, 11, 3… 9, 11, 3. E, G, F.

When I’m playing it, I’m trying to be musical. I’m not barking the notes.
I’m trying to… what’s the word? You know there’s dynamics in my right
hand there. Always remember to use these dynamics. When you’re playing,
don’t… You don’t talk like that. Always try to… I kind of think the
dynamics, when I’m trying to do solo, I use a lot of swells. So I might
start quieter, then get louder, and then quieten off.

So then I’m going to move up a minor third. Sorry, I went off-topic a bit
there. Move up a minor third. Play the same thing over the F minor. Now,
remember this is still over a G7 chord, so we’re just superimposing the F
minor over the G7 chord. So in the F minor, it would be… The notes would
be A flat, G, F, E flat, C, A flat, G, B flat, A flat. So it’s resolving to
the flat 9 and the G7, which is so cool. And then we just resolve it in C
major again.

So let’s listen to that over the backing track. Just one more thing, it
goes… I just want to do it once more before we go. Now, let’s listen to
it over the backing track. So here we go again. Just listen to the chords.
Two… five… one… And we will be playing D minor, then up a minor third
to F minor, but I’m just thinking up a minor third, and then resolving to C
major, okay?. Now, let’s try it. Try and remember the line. C major… D
minor… F minor… And now I’m changing the timing of that, that little
phrasing we worked on. Always try and learn a phrase, then use different…
phrase it differently…

So now let’s look at the third and final melody we’ll be looking at today.
Again, it’s over a D minor. It’s going to be a little bit more chromatic in
nature, this one. I’ll just play you it now. So… So we’re actually over
the D minor here. We’re using A. We’re using a D flat or a C sharp, which
isn’t actually in the D minor chord, but I’m kind of using it just as a
little chromatic note. You can do that. I couldn’t probably resolve on it,
or maybe I could. I’ll have to give it a go. But I’m using just more of a
chromatic sort of like tension note just to give us a bit of spice in
there. So here we go. So it’s going to be… So F. So that’s a minor third
of D minor, right? So F… then we’ve got that C sharp… then E… then
the C sharp again… and then resolve to the D. So… And in… I can’t
speak. In relation to chordal tones, that would be minor third, major 7
there, major 7, 9, major 7, root. So… to the D. And then we’re just going
to go up the D minor scale to the fifth, and then we’re just going to do a
chromatic run all the way to the flat 7. So… Really slowly… So the top
bit is just A, B flat, B, C. And then over the G7, again, we just move this
same… we just move it up a minor third, the D minor. So D minor up a
minor third will be F minor. We know that by now. And then we play the same
melody that we’ve just played over the D minor over the F minor. Okay. So
that’s… Really slowly. It’s over the F minor. And then we resolve to the
C major, which could be here.

Let’s try that over the backing track. Let’s listen to the chords once
more. It’s chord two for one bar. Chord five for one bar. And then chord
one for two bars. Now, let’s play the melody… and resolve to C major. And
again… Again… And now I’m starting messing with the rhythm… So now
let’s listen to all three of them back-to-back if I can remember them.
Okay, here we go. So the first one, I think… First one, again…- my dog
there. Second one… second one… third one…

So, hopefully, there you can see how this little trick is so flexible, and
it just ties your phrasing together. It gives you that continuity within
the line. It gives you a little bit of time to think, ‘Not D minor, G7, C
major.’ You’re thinking, ‘Okay, D minor, and then just up a minor third.’
I’m going to play the same thing. I might play it exactly the same: the
phrasing, the timing, everything. But I might mess around with the timing.
It’s really up to you, but it’s just going to tie everything a little
bit… It’s going to tie it together a little bit more. And the other cool
thing as well is it gives it that out sound, because if we substitute, in
this case, the F minor over the G7, it’s giving us some naughty notes. It’s
giving that flat 9 and the sharp 5, which is great.

Now, what should you do now? Well, you should go and practice this in as
many different keys as possible, because what you’ll find is you’ll be
really fluent with it in one key after a while, and then you need to get
used to moving it around the fretboard and just getting it under your
fingers like that.

But other than that, you’re going to be a winner, man. So hopefully you’ve
enjoyed this lesson. If you have, and hopefully you have, if you could
click that ‘like’ button under there, that would be… I will love you
forever. And share this with all your bass player friends as well, because
Scott’s Bass Lessons relies on people spreading the word.

I’m trying to create a community of bass players that are collectively
learning together. Other than that, hopefully I will see you soon. There’s
more lessons coming your way, so take it easy and get in the shed.

  • Johan Sund

    Hi. Just wantet to say this:

    I just LOOVE the frozen pic of you before you hit the play button on the vid.

    Don’t know if it’s the same for everyone, but on mine u look extreamly.. “relaxed”.. with the stoner look of the centuary and a nice peace sign goin on with your right hand. Just cracked me up!


  • Man, Scott. I’m a semi-professional bass player and I’ve always felt frustrated with my level of skill (even though it’s more than good enough for the majority of my gigs). You not only provide me a good bar to set for myself, but also a systematic way to reach that new level. I’ve grown tremendously both as a bass player and as a musician who understands theory thanks to challenging videos like these. Thanks for everything!

  • Steve

    These lessons just keep getting better and better….fair doze….

  • Shaun Brooke

    Scott – Are you actually IN the shed, now? By the way, your lessons are inspirational! Thank you so much – Shaun

  • BEN from Lugano

    Another great lesson Scott, but to much for me at the moment.

    But I kike very much hearing you playing sweets expressives solos.

    Anyways there is a lot of thing to pick from this lesson that is very helpfull.

    Thanks and best regards.

    BEN from Lugano

  • Thank you very much, dear Scott!

    Your lessons made with love and high professional level.

    Thank you!

    I really love your musicial language, Scott!
    Thank you from Russia once again!

    So, time to time I keep to ask myshelf about strings you use at this beautiful (ash body?) bass?

    Can I ask YOU about it now? -)

    Have you any kind of favorite string cleaners?

    Thank you, dear Scott, once more and be blessed on this right way!

  • Mike Coleman

    Very helpful. I got all your DVD s & working hard now. Thanks

  • scott milford

    Once again, a fantastic lesson my man.Thanks for all you do.

  • Hey wow, what an eye-opener! Thanks again for the lessons man, it’s a lot like being in the room with you. You have this laid back non-chalant style, and you are okay with laughing at yourself a bit in the videos, which might not seem like much but it shows that this is not that serious. You gotta keep having fun, playing around and enjoying what you do otherwise these lessons will mean nothing.

    Good work as always, very enlightening, and I am digging through your lessons as usual.


  • Geert Keizer

    Thank you very much for this great lesson!

  • John Hewitt

    How do I get access to all your great lessons? Doddery Old git longing to learn.

  • Terry smith

    I’m finding that these lessons are way over my head. I play mostly old rock
    And country. I’m looking for new riffs that I can use. Not basic lessions but
    Some helpful hints. Thank you

  • Jim Mitchell

    Great lesson! What a great way to instantly add a new tool to my improvisation toolkit. It does seem a bit specific though: shift up a minor 3rd when transitioning from the ii to the V7. Any “shape-shifting” tricks for other chord changes?

  • pertti olivi

    scott thanks for this nice bass lesson

  • Wilfredo Belen

    Scott, your tutorial on Shape shifting over chords changes it was great
    And educational and made musical sense. I can’t wait for your next

  • McrRed

    Flippin brilliant as usual Scott.
    Thanks a bunch (and en passant tips like “2nd note is the minor” why did nobody tell me this?!
    Great stuff!

  • Tim

    Hi Scott, I’m still so impressed and thankful for all the knowledge you’re sharing. Do you have a video that shows how you get those fast clean runs? I think it has to do with the right picking hand but no matter how hard I try I can’t get those long clean fast runs like you. I can only get a few fast notes with some hammer ons and pull-offs. Thanks again, and may God bless you

  • Paul

    Scott my admired teacher
    Thank you sooo much for your lessons and stuff.
    You can’t even imagine how much you’re helping me.
    I really appreciate.
    Thanks again from Korea.


  • Gary

    Scott,a huge thanks for all your excelent lessons,the wife bought me a bass for christmas and I am having so much fun and thanks to you I already have a good undestanding of the basics and maybe a little more.BIG THANKS,Gary

  • Jason

    Outstanding lesson! Will be using this often, thank you!

  • Oliver

    Great lesson as always …Thanks Scott

  • pablo

    Hey, many thanx for being the most clear english speaker I know!! thank you.

  • anibal’bill’ ibrahim

    thanks for giving use useful stuff we can actually use now… loads of thanks

  • Mitch Biskup


    Thanks for unlocking soooo many magic boxes for us.

  • Billy Milford


    Great stuff. You r a great teacher as even I am able to fathom out what you r imparting. Rather slow I am (57 yrs old now) but your methodical and systematic way of explaining is a real joy and gives me the requisite confidence I have been lacking……….Thanks again! Cheers!

  • Tino G.

    Gracias Maestro. Saludos

  • pete muniz

    scott, when playing melodies or hormony, is it the same scales as playing normal songs?


    pete muniz

    • scott

      It sure is man ;)

  • peter oram

    i like this in principle, but in practice i find voice-leading problems can crop up. e.g ( in key of C for ex) the F in the iv chord is of course the 7th of the V7, which has more or less got to fall to the 3rd of the tonic chord (i.e. f to e) But this movement is almost certain to be happening in one of the other instruments above the bass, thus we have a perfect trap for not very pleasant side effects like parallel octaves and doubled maj 3rds, and also risks weakening that very powerful bond that is the main point of the perfect cadence because the note 5 to note one (or in V inversions note 7 or note 2 to note one) movement the gives the cadence its strength is in danger of turning into the more static feel of a plagal cadence – albeit with a minor iv chord. how do you suggest maintaining the V-I bond in this situation?


  • Jean-jacques Lobbé

    Thx a lot bro ! I replay again my JB´72 for 2 years now and cover with 2-3 bands now in few musical directions, you persuade me to go further in learning … it´ll take time for sure but what a pleasure to follow you guy. Merci beaucoup pour la motivation. LoVe&GrOOve.
    I didn´t already check all the great lessons – One question: are they special lessons using 5 strings bass.
    Have a JB V too !
    Later on

  • mindthegap

    Hey Scott – Had a great time tonight on this lesson! As usual, ur a great teacher and a pleasure to listen to, both on the bass and teaching wise.

  • camille

    hi scott, thank you very very much..for the II V I minor lesson..i ii get your lessons pack when i get paid.. french bass player from Leeds… merci as the french say,,,,

  • Scott, Thanks for the great lessons. You may have mentioned it during the lesson and I missed it, but why is it that we can shift the pattern up to the minor 3rd and it works?

    • scott

      Hey man, great to hear you’re enjoying the lessons! It works because you end up hitting all the altered notes of the V chord without having to do brain gymnastics ;)

      • Forgive my ignorance but what do you mean by “altered notes” for the V chord. The chord is G7 for that example I think right?

        • scott

          The altered notes are basically all the notes that aren’t in the chord. So if the chord was G7 the chord tones would be – g, b, d, f… the altered tones would be everything except those notes. I know that sounds crazy… all the wrong notes lol! But – there’s a real skill to using those wrong notes and it takes a lot of practice to make it sound convincing. That’s why the minor third up shift works so well – it does the hard work for ya! ;)

  • dhonnan apostol from italy

    Thank you sir,all your lessons are good, im a new musician in the here in time,I always study your everyday thanks a lot and god bless,anyway that’s the picture of my loving wife and my sweet daugther cielo,bye dhonnan apostol

  • Woah your blog is great i like learning your posts. Keep the very good works of art! You realize, nearly everyone is looking around for this review, you might assist these folks significantly.

  • Harrison

    Oh, very helpful. Very helpful. Even your response to one of the comments about the alterted tones. Thanks again.