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Modes Over ii V I Progression

Question by Pete

I'm really finding learning the modes fascinating but am a bit confused concerning their practical application in soloing!

Let's take the song It Never Rains in Southern California - Bm, E, A - as an example.

This is clearly in the key of A major but because the song starts with Bm would you feel and think in B Dorian and consequently use this scale over the whole song or only start your solo with this scale?

Or when it comes to playing the E chord, play E mixolydian and A major when it come to the chord A? Maybe you would just stay in the scale of A major?

Perhaps you could give some soloing tips and audio examples? I really appreciate your professional advice!


Pete, I'm just going to start with some comments on mode/scale selection over ii V I, for the benefit of others, as there is often confusion over the role modes play in such a progression.

I'll then go through some examples of how we could apply scales over the progression.

The role of modes in a ii V I progression

You're correct that It Never Rains In Southern California is in A major.

It's a standard ii V I (2 5 1) progression which resolves to the I chord.

You could of course play a B Dorian pattern over ii chord Bm (since B Dorian is the 2nd mode of A major).

You could play E Mixolydian over V chord Emaj (since E Mixolydian is the 5th mode of A major).

But essentially, these modes use exactly the same notes as A major/Ionian, since they're all related modes...

A major = A B C# D E F# G#

B Dorian = B C# D E F# G# A

E Mixolydian = E F# G# A B C# D

So, even if you did play what you consider a B Dorian or E Mixolydian pattern, you'd still technically be playing A major/Ionian because that's the key centre of the progression.

It's where the progression resolves.

A major is the "home" chord.

Playing B Dorian over an A major tonic is simply playing a position (pattern) of A major. You're playing the same notes, just "starting" on a different scale degree.

So remember, there's a difference between playing a pattern that you might associate with one of the modes, and actually playing in that mode.

The key centre is what defines modality, if there is any (not all progressions are modal).

Now, if the progression was instead...

Bm / E7 / Amaj / Bm

...and ended each measure on Bm, then that would shift the implied key centre to Bm. Bm would become the point of resolution.

That's when B Dorian would become our central mode. So playing a pattern we associate with E Mixolydian or A Ionian in this context would sound like B Dorian. Again, the notes of related modes will gravitate around the actual key centre.

It can be something very subtle that determines which mode dominates the music.

But the bottom line is, sure, play B Dorian over an A major progression if you find it helpful to do so (i.e. you find the pattern easier to play or visualise on the fretboard), but know that if the progression resolves to A major, the notes of whatever related mode you think you're playing will reflect that tonal centre - A major.

It's the key centre that determines which mode (if any) you're actually using.

If the key centre is A major...

B Dorian will sound like A major.

C# Phrygian will sound like A major.

D Lydian will sound like A major.

E Mixolydian will... yeh you get the picture!

It's fine to refer to modes by their patterns like this - I still do it - but this is not their true function, since patterns are merely a way of organising a bunch of related notes/intervals.

Their true function is determined by the chords or chord sequence being played underneath.

Any ii V I progression that has a firm resolution to I will imply Ionian, no matter which related mode pattern you play - it's all the same notes, and they will all gravitate to the tonal centre of the progression.


There are two main ways we could apply scales over this chord progression.

The first would be simply to play around with A major (including major pentatonic of course) over the progression until you come up with something you like. Trial and error, in other words.

This takes the least time as far as learning theory, but more time on finding what works independently.

Many musicians have a seemingly natural ability to do it this way. However, it's true that the more you practice this trial and error, the more usable ideas you'll "bank" for that particular progression.

The process in the video below combines trial and error (note selection) with using scale patterns as the scaffolding for building your ideas...

However, you can break this down even further if you're still struggling to connect the scale you're playing to the chord changes.

The other method is a more structured way of applying scales over chord progressions. More time is required for learning the theory, but less time on trial and error.

In other words, this method takes most of the guess work out of finding what works.

First, identify the chord root positions (B, E, A in this case) on the fretboard. It's easiest to use the E and A strings to find these roots...

ii V I root notes on E and A strings

As we're playing in A major, the 1 chord root will be at the 5th fret and the 2 and 5 chord roots at the 7th fret.

Step 2, outline each chord by building arpeggios so we know where the most important tones for each chord lie. This will give us the "skeleton" for our A major solo.

Here I'm using 7th arpeggios to outline each chord.

Starting with Bm7 (chord tones: 1, b3, 5, b7)...

Bm7 chord tones

Moving to the E7 position (chord tones: 1, 3, 5, b7)...

E7 chord tones

And finally to our tonic A major chord (chord tones: 1, 3, 5, 7)

Amaj chord tones

Now we essentially have an arpeggio pattern for each chord, try playing through the chord changes using only those chord tones.

This will help train your ear to the strongest notes for each chord - the target notes that will hold your A major scale phrases together and put them into the context of the chord you're playing over.

So when the chord changes, target one of the related tones of that chord.

Use the video of the song as a backing track.

Once you can play through the changes using only the chord tones, you can start to superimpose the A major scale over these patterns to connect these notes into phrases.

For Bm7 we can use what many guitarists would see as a Dorian pattern...

Bm7 chord tones within A major

Since all the chords are connected to the same key (A major), we can use the same pattern to flesh out the E7 chord...

E7 chord tones within A major

And finally we can superimpose an A major scale pattern over the Amaj7 chord tones...

Amaj chord tones within A major

The chord tones remain the target notes through each chord change, but we can now connect them into phrases by using the other notes in the scale.

The below tabs demonstrate how we could break down our phrases by using these chord tone target notes, which I've highlighted (red = root, green = 3rd, blue = 5th, orange = 7).

Click the tabs to hear examples.

Tab showing phrase over Bm E7 Amaj

So there I started on the 5th of Bm, targeted the root of E7 and finally the 3rd of Amaj, tying together the A major phrasing in between.

A major over ii V I tab

Same concept in that phrase - targeting chord tones through the changes and bridging them with the scale.

You'll notice that just before the final change to Amaj in that example I play a three-note E7 arpeggio. Again, you can use arpeggios to connect phrases around the scale and help put them into the context of the chord you're playing over.

Final example, this time using a fuller phrase (but exactly the same chord tone concept applies!)...

A major phrasing example over Bm E7 and Amaj

Again, I use a sequence of arpeggios over the E7 chord, demonstrating how these chord tones can help to color your phrases.

Eventually, you'll become confident enough to play across a larger area of the fretboard, using your knowledge of major scale patterns.

This will mean you have to be able to identify the chord tones across the same area that you're playing the scale.

Again, more study time initially, but less trial and error time once you do master it, and you'll be more prepared for improvisation.

Hope it's helped. Don't hesitate to ask any further questions below.

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open question
By: Pete

I understood that the same notes are being played whether you Play B dorian or A. But it's all about how to apply this theory in practice!

So considering the mentioned song, do you "feel" automatically it's in A (i.e. it's your experience)? How would you solo - because it starts in Bminor, would you start with the Bdorian scale e.g. on the 7th fret.? And how would you proceed with the rest of the tune? I learned all the mode scales but am still having a problem with the practical application as you obviously realise! Therefore I would be very greatful for your help (possibly with audio examples).

Answer updated!
By: Mike

Pete, I've added some examples on how to apply the A major scale to the progression. Hope it helps.

Played off-the-cuff?
By: Pete

Hi Mike,

That was very beautifully played and well explained!
You mentioned that with the second possibility, you have to be able to identify the chord tones. But if you are jamming with friends and have to play a solo immediately, you don't have the time to see if the note you want to play is the 1,3 or 5th of the chord you're playing! So how do you do it? Or is it all a question of feeling and did you play the solo off-the-cuff or do you have a trick?

More Practice + Pre-Rehearsed Licks = Less Off the Cuff
By: Mike

Pete, there may be situations where you're in a completely free jam, but you still need to be able to recognise these very common progressions, such as ii V I, I IV V, I vi ii V, I V vi IV etc. that musicians tend to gravitate towards.

When jamming with friends, to ensure everyone's on the same page, there needs to be some idea of:

a) the key in which you're going to play

b) the main chord progression

Otherwise, everyone will be trying to guess what the other is playing and it won't pull together.

The only real "trick" is to practice licks for the most common progressions, string them together and reuse them when jamming.

But tricks have limitations.

Some players can make a string of stock licks sound great, but it soon becomes trite and isn't always reliable, since pre-rehearsed licks don't always fully connect to what's actually being played, in the moment.

It takes a LOT of practice to be able to recognise chord movements by ear and improvise fluidly over them.

But you CAN indeed get to the stage where you almost don't have to think about where these chord tones are, just as you you learned to play chords.

Pro musicians are rarely caught off guard, simply because they've "heard it all before" in some form or another. They've spent hours practicing over different chord combinations.

But it should be fun if you can slow things down and just go at your own pace.

What you can do to help in jam situations is combine improvised phrases with pre-rehearsed licks to give you some breathing space during a solo.

I'll be developing a process for all this (it has to be done in small steps) but for now...

Start verrry slow, using just one chord tone per chord. Each time around the progression, test yourself by using different chord tones in different positions.

Learn also to arpeggiate each chord. You can memorise arpeggio patterns in exactly the same way you memorise scale patterns. It takes time, but it's worth it.

Speed up gradually, still using one chord tone per chord (or arpeggios). This won't create amazing solos, but what it will do is help you burn these safe target notes into your visual memory (and muscle memory).

The next logical step is to link these chord tones together into phrases using the related scale(s).

The more chord progressions you can practice this method over, the better.

Then it's a case of being confident enough with the actual notes to add in embellishments such as bends and legato to give those phrases more feeling.

Pete, I'll take you through this process in more detail in my coming lessons, but there are no short cuts. Improvisation is arguably the most demanding skill for any musician to master. I still struggle with it at times.

Remember when you were a beginner, how difficult changing smoothly between chords was. How did you overcome that? You did it over and over again until it became second nature.

It's the same thing with soloing over progressions, just on a different level.

By: Pete

Hi Mike,

Thanks for your great advice. I'm really looking forward to your new lessons.

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