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Intro to Rhythm Changes for Guitar

20 Premium Lessons


Drawing its name from the classic George Gershwin tune I Got Rhythm, rhythm changes have become one of the most used chord progressions and improvisational forms in jazz throughout its history.

Alongside major and minor blues forms, rhythm changes is one of the most often called progressions on jazz jam sessions and gigs.Because of its popularity, having a strong understanding of these changes, and being able to comp through them with confidence, are essential skills for any jazz guitarist to possess.

This lesson will break down the standard rhythm changes progression, look at a few common variations to these chords, as well as provide a soloing and comping example that you can use for further study.


Rhythm Changes Basics and Lead Sheet

For anyone that has studied or played rhythm changes tunes before, you will know that there are many variations to this common form, just like there are many variations to the jazz blues, that you can use when jamming in a group or solo setting on this form.

To keep things simple, here are the characteristics of a basic or fundamental rhythm changes form.

  • 32-bar AABA (or more specifically A A’ B A’) form.
  • Begins and ends in the tonic key.
  • Moves to the IV chord in bars 5 and 6.
  • Bridge based on a dominant cycle progression III-VI-II-V.


Now, there are many alterations and exceptions to these rules, but a typical rhythm changes tune will contain most if not all of these elements.

To get you started, before we dig deep into each section of the progression, here is a typical rhythm changes lead sheet in Bb with an analysis of the chords that you can use as a reference. For those of you that have worked on rhythm changes before, grab your guitar and comp through these changes, or solo over them with a backing track, to get going on bringing these chords to the fretboard.

If the the analysis doesn’t make sense quite yet, not to worry, we’ll be dissecting each of these 8-bar sections further later on in this lesson.


Listen & Play

Rhythm Changes


Rhythm Changes Tunes

Here's an example of a rhythm changes, called Oleo and played by Joe Pass and Niels-Henning Orsted Pedersen:



To help you get your ears around some classic rhythm changes player, here is a list of rhythm changes tunes that you can check out in your listening time in order to prepare your ears for studying these changes later on with your guitar.

  • Anthropology
  • Cotton Tail
  • Dexterity
  • I Got Rhythm
  • Lester Leaps In
  • Moose the Mooche
  • Steeplechase
  • Straighten Up and Fly Right


Now that you have checked out some of your favorite players jamming on rhythm changes, lets begin to break this common jazz progression apart and apply these changes to the fretboard in the process.


Keys and Variations

Just like the jazz blues progression, you will encounter rhythm changes in various keys throughout your jamming and gigging experiences. While players and tunes will call for rhythm changes in different keys, by far the most commonly used key to play in is Bb major, which is the key we are focussing on in this lesson.

The most commonly used key to play rhythm changes is Bb major.

Because it is such a popular key for rhythm changes, it would be beneficial to work mostly in the key of Bb major when studying rhythm changes, and from time to time venture off into other keys such as F and C if you feel like adding a new challenge to your practicing.

As well, you will explore a number of variations to the A and B section chords in this lesson, so how do you know when and where to use these chords?

When jamming on a rhythm changes tune, you can use any/all of these variations in your comping and soloing throughout the course of the tune, or you can pick a set of variations you like and stick to them. Each chorus, or even each section, could contain slightly different chords as you explore the various harmonic possibilities of this tune in your comping and blowing.

At the same time, you could pick a set of changes that you enjoy and stick to those, as long as the rest of the band is aware of what you are doing, either by ear or by discussing it with them.

All that to say that you can be as rigid or as flexible as you want with these chords when applying them to a practical, musical situation. As well, having these variations under your fingers and in your ears will allow you to react to what others around you are doing as far as their harmonic choices when jamming on rhythm changes.


The A Sections

To begin our study of the chords used in rhythm changes, we will be taking a look at the A sections of the form, which make up 3/4’s of the tunes overall progression.

Though you can talk about and think about these changes as all being part of an “A Section,” to differentiate between the first A, which uses a turnaround at the end, and the 2nd and 3rd A’s, which use a cadence at the end, by labelling them as A and A’ so you can see the slight difference in progression and function of these sections.

To begin, and for most of this section, we’ll be looking at the first A section (bars 1-8), as you study the basic changes, as well as common variations to these changes that you can apply to both your blowing and coping ideas over rhythm changes.


A Section (Bars 1-8)

The first example in this section outlines fairly standard changes to the first 8 bars of rhythm changes in the key of Bb.

Notice that the first four bars are stating the tonic key of Bb major, which bars 5 and 6 move into the IV key (Eb major), before using the last two bars as a turnaround back to the top of the form. Even when we begin to alter these chords in further examples, those harmonic pillars will remain the same as they are characteristic of A section rhythm changes chords.


Listen & Play

Rhythm Changes 2



Now, you can begin to alter these changes by making the vim7 chord, Gm7 in this key, a VI7b9 chord, G7b9 in this key.

Depending on the lead sheet, and your preferences, you might want to play this chord as G7 or as G7b9, and so throughout this lesson you’ll see both written as you will see both when reading lead sheets and jamming over rhythm changes within a band context.


Listen & Play

Rhythm Changes 3



The next example replaces the Bbmaj7 chord, Imaj7, in bar 3 with a Dm7 chord, iiim7, to create a iii-VI-ii-V progression in bars 3 and 4 of the A section.

Replacing the tonic chord with a iiim7 chord is a common sub in any jazz tune, and it’s a great way to add variety between bars 1-2 and bars 3-4 of any rhythm changes tune you are playing.


Listen & Play

Rhythm Changes 4



You can now replace the Imaj7 chord, Bbmaj7, in bar 5 with an Fm7 chord, iim7 of IVmaj7, to create a ii-V-I progression in that part of the tune.

As jazzers love to comp and blow over ii-V-I changes, this version of the A section is one of the most popular when playing a rhythm changes tune on a jam session or gigging situation.


Listen & Play

Rhythm Changes 5



A’ Sections – Bars 9-16 and 25-32

To finish up our study of the A section, let’s look at the A’ sections, the 2nd and 3rd A sections in any 32-bar form.

You can use any of the same variations that you saw over the A section in the previous examples over any A’ section, the only difference is that the last two bars of the 2nd and 3rd A sections is a ii-V-I back to the tonic chord, in this case Bbmaj7.

So you don’t have to do much study on these chords, except to work on moving from the Ebm7 chord to the Cm7 chord in bars 6 and 7, which leads you back to the tonic chord in bar 8.

Again, for bars 1-6 of these two A’ sections, you can use any/all of the same chord variations you studied over the A section in the previous examples.


Listen & Play

Rhythm Changes 6


The Bridge Section

Moving on to the Bridge section of rhythm changes (bars 17-24), you will notice that the harmonic movement is much less busy in this part of the tune, as you have switched from two chords per bar to two whole bars per chord during these 8 measures.

In the first example, you will see the most commonly used Bridge chords to rhythm changes, using the III7-VI7-II7-V7 progression. You can think of these chords in two ways, one is the III-VI-II-V numerals mentioned already, and the second is that each chord is the V7 of the next chord in the progression, creating a dominant cycle.

This might be helpful for your understanding and soloing approach, as you can lead each chord into the next as D7 is the V7 of G7, G7 is the V7 of C7, and C7 is the V7 of F7, which then resolves back to the Bbmaj7 chord at the top of the last A section.


Listen & Play

Rhythm Changes 7



Because each chord in the Bridge is a dominant 7th chord, the first common variation for these 8 bars is to add a few tritone subs to these changes, such as exchanging G7 for Db7 and F7 for B7 as you can see in the following example.


Listen & Play

Rhythm Changes 8



You can also add tritone subs to the first and third chords of this section by exchanging Ab7 for D7, and Gb7 for C7, as you expand this sub idea further in your comping and soloing lines and phrases.


Listen & Play

Rhythm Changes 9



The last group of tritone subs that we’ll look at involves playing a tritone sub over every chord in the Bridge section, which can be a tense but cool way to build energy during the B section of any rhythm changes tune your are comping or blowing over.


Listen & Play

Rhythm Changes 10



Because each chord in the Bridge is a 7th chord, you can also add in a iim7 chord before any chord in this section, creating a series of ii-V’s over this 8-bar progression.

Notice that the original changes are all in bars 2, 4, 6 and 8, while their related iim7 chords all fall in bars 1, 3, 5 and 7 of the Bridge section.


Listen & Play

Rhythm Changes 10



To finish up our study of the B section variations to rhythm changes, here is a fun set of changes that come from the tune “Eternal Triangle,” which as you can see are much different than what you’ve seen so far.

Because these chords, which are a series of descending ii-V’s moving down in half-steps, are highly chromatic and outside the usual Bridge changes, you would want to make sure the rest of the group knew you were going to play these changes before using them in your playing.

Though they are very different, these chords are great to use when you want to spice up the bridge section to any rhythm changes tune, especially during the blowing or on a tune like “Oleo” where the Bridge of the melody is simply improvised, as they add a bit of surprise and a challenge to both listener and performer during this section of the tune.


Listen & Play

Rhythm Changes 11


Rhythm Changes Chord Study

Now that you have learned about the construction of rhythm changes, let’s take a look at a comping study that you can use to practice this common form in your studies, and expand your chord vocabulary at the same time.

The study is written to outline all four sections of the tune, and so feel free to break this study down into 4 or 8 bar sections at first in order to make it easier to learn in the woodshed. Also, going slow and working with a metronome will allow you to get the most out of this study, as the rhythms used in the chorus are just as beneficial to digest as the chords themselves.


Listen & Play

Rhythm Changes 12

Rhythm Changes 12.1


Rhythm Changes Soloing Study

To finish up our introduction to rhythm changes, here is a one-chorus soloing study that you can learn in order to get an idea of how to solo over these chord changes.

As this is an educational study, I’ve used a number of classic rhythm changes licks and patterns throughout the solo to help you build your vocabulary as you learn the solo in your studies. Because of this, feel free to extract any small phrase, even pulling out 2 or 4-beat phrases, and study them further as you use these ideas to build your jazz soloing vocabulary.


Listen & Play

Rhythm Changes 13

Rhythm Changes 13.1






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