Expanding

Chordal
Horizons
Disc One
Taught by
John Miller
 EXPANDING CHORDAL HORIZONS
I. INTRODUCTION:

Welcome to “Expanding Chordal Horizons.” In these two lessons, we will be focusing on learning
how to voice and use “upper voice” chords on the guitar, i.e., chords that utilize voices above the 7th:
9ths, 11ths and 13ths. In addition, we will examine the use of chordal inversions on the guitar, and
learn how to play a variety of chords voiced with the 3rd, 5th or 7th in the bass. The approach in
communicating this information will be to introduce a concept, show how to put the concept into
practice on the guitar, give you the tools to diagram the chord shapes utilizing the concept yourself,
and finally, show how the concept lives and breathes in a piece of music.

It may be helpful at this time to state what “Expanding Chordal Horizons” will not be, too. It will
not present chord diagrams for “1,001 chords” — to the extent that there are chord diagrams, you will
be diagramming them yourself. Likewise, the lesson will not be teaching set piece arrangements in
tablature or standard notation. It will provide you with the theory and chord voicing tools needed to
create your own arrangements, though.

The idea behind this approach is that you will learn and remember this information much better
if you have to work it through than you would if you were presented with a series of chord diagrams
you could accept at face value without ever really considering or thinking about in any deeper kind
of way.

The level at which the lessons are conducted presumes a prior working knowledge of triads, 7th
and 6th chords. If you are not comfortable voicing 7th and 6th chords of different types, the
2-DVD lesson from Stefan Grossman’s Guitar Workshop, “Introduction to Chord Theory and Chord
Voicing,” will provide you with a solid foundation in chord theory and voicing of triads, 7th and
6th chords.

2
II. REVIEW:

Before we begin the lesson, it may prove helpful to review the seventh and sixth chord structures
presented in the following two tables, and to go over the information describing the relative
placement of intervals of different types.

SEVENTH CHORD STRUCTURE TABLE

Chart
Type Structure
Designation
major 3rd,
Major perfect 5th, …7
major 7th
major 3rd,
Dominant perfect 5th, 7
minor 7th
minor 3rd,
Minor perfect 5th, m7
minor 7th
minor 3rd,
Minor 7≤5 diminished 5th, Ÿ7, m7≤5
minor 7th
minor 3rd,
Diminished diminished 5th, —7
diminished 7th
minor 3rd,
Minor/Major perfect 5th, m(…7)
major 7th
major 3rd,
7≥5 augmented 5th, 7≥5, 7+
minor 7th
major 3rd,
7≤5 diminished 5th, 7≤5
minor 7th

3
 SIXTH CHORD STRUCTURE TABLE

Chart
Type Structure
Designation
major 3rd,
Sixth perfect 5th, 6
major 6th
minor 3rd,
Minor Sixth perfect 5th, m6
major 6th

INTERVALS AND THEIR RELATIVE PLACEMENT

Root + 1 step = major 2nd or major 9th

major 9th – 1⁄2 step = minor (≤)9
major 9th + 1⁄2 step = augmented (≥)9

Root + 2 steps = major 3rd

major 3rd – 1⁄2 step = minor (≤)3

Root + 21⁄2 steps = perfect 4th or perfect 11th

perfect 11th + 1⁄2 step = augmented (≥)11

Root + 31⁄2 steps = perfect 5th

perfect 5th – 1⁄2 step = diminished (≤)5
perfect 5th + 1⁄2 step = augmented (≥)5

Root + 41⁄2 steps = major 6th or major 13th

major 6th – 1⁄2 step = minor (≤)6

Root – 1⁄2 step = major 7th

major 7th – 1⁄2 step = minor (≤)7
minor 7th – 1⁄2 step = diminished (º)7

All right, then, we should be ready to start the lesson now. And remember that this information is
here, should you need to check it later on in the course of the lesson.

4
III. VOICING HYBRID 7TH AND 6TH CHORDS:

I don’t know who came up with them first, but some guitarist of the past devised a hybrid way of
voicing seventh and sixth chords that not only has a terrific sound, but also utilizes the left hand in
a way that allows for resolution into other chords in a clean and efficient fashion. The hybrid voicing
is described as such because it combines elements of the two shapes rooted on a given string. If we
look at the diagrams of an E≤…7 voiced out of the C shape rooted on the A string and an E≤…7 voiced
out of the A shape, likewise rooted on the A string, and compare the diagram of the hybrid E≤…7
rooted on the A string, we can see how the hybrid was derived from the other two shapes.

E≤…, C shape E≤…, A shape E≤…, hybrid shape

0fr. 0fr. 0f

6 thfrm
} 6 thfrm
} 6 thfrm
}

5 R 3 7 R 5 R 5 7 3 5 R 3 7 3

Basically, the hybrid shape takes the root and seventh common to both shapes, the lower third from
the C shape and the higher third from the A shape, leaving you with a shape voiced R373. This voicing
makes for a very clean, transparent sort of sound. Note that while the hybrid voicing does not include
a 5th on the interior four strings, the fifth is available at the same fret as the root on the sixth string.
Most often, the 5th will not be voiced when using hybrid voicings, but in some instances, as in a Bossa
Nova, a player may choose to alternate between the root and the fifth in the bass. Characteristically,
either the root or the fifth will be fingered in the bass at any given time, not both simultaneously. The
≥5 note, in particular, is not readily accessible from a hybrid voicing, and will not be used for that
reason.

Using the completed diagram of the hybrid major 7th chord rooted on the fifth string as a template,
fill out the diagrams for hybrid 7th and 6th chords of the types designated above the grids. Note that
the chord voice that falls on each string is already filled in for the different chord types. A 3rd or 7th
that is not otherwise modified in its description is a major 3rd or 7th. A flat sign (≤) before a 3rd, 7th
indicates a minor 3rd or 7th, and a flat sign before a 5th indicates a diminished 5th. A circle before
a 7th indicates a diminished 7th. You can figure out the placement of the different voices in the chords
by noting their placement relative to the major 7th chord that is the starting point. Fill out the chord
diagrams for hybrid 7th and 6th chords rooted on the fifth string now. Since the 5th is so often left
out of the hybrid voicings, you may wish to indicate it parenthetically.

5
 …, hybrid off 5th string
1fr.
}

5 R 3 7 3

7, hybrid off 5th string m…, hybrid off 5th string m7, hybrid off 5th string

1fr. 1fr. 1fr.

5 R 3 ≤7 3 5 R ≤3 7 ≤3 5 R ≤3 ≤7 ≤3

m7≤5, hybrid off 5th string 6, hybrid off 5th string m6, hybrid off 5th string

1fr. 1fr. 1fr.

≤5 R ≤3 ≤7 ≤3 5 R 3 6 3 5 R ≤3 6 ≤3

Hybrid 7th and 6th chords can also be voiced rooted on the fourth string. Note how the hybrid major
7th chord shape rooted on the fourth string derives from a melding of elements of the major 7th chord
out of the F shape and the major 7th chord out of the D shape. Notice also how the 5th is available
at the same fret as the root on the next lower string.

…, F shape …, D shape …, hybrid off 4th string

1fr. 1fr. 1fr.
} } }

5 R 3 7 R 5 R 5 7 3 5 R 3 7 3

6
 Working from the hybrid major 7th chord rooted on the fourth string as a template, fill out the blank
chord diagrams for the various hybrid 7th and 6th chord shapes rooted on the fourth string.

…, hybrid off 4th string

1fr.
}

5 R 3 7 3

7, hybrid off 4th string m…, hybrid off 4th string m7, hybrid off 4th string

1fr. 1fr. 1fr.

5 R 3 ≤7 3 5 R ≤3 7 ≤3 5 R ≤3 ≤7 ≤3

m7≤5, hybrid off 4th string 6, hybrid off 4th string m6, hybrid off 4th string

1fr. 1fr. 1fr.

≤5 R ≤3 ≤7 ≤3 5 R 3 6 3 5 R ≤3 6 ≤3

Let’s look at hybrid 7th and 6th chords rooted on the sixth string now. Note how the hybrid
major 7th chord rooted on the sixth string derives from the major 7th out of the G shape and the
major 7th voiced out of the E shape.

…, G shape …, E shape …, hybrid off 6th string

0fr. 0fr. 0fr.

}
R 3 7 R R 5 7 3 R 3 7 3

7
 Using the hybrid major 7th rooted on the sixth string as a template, fill out the blank chord diagrams
for the various hybrid 7th and 6th chords rooted on the sixth string.

…, hybrid off 6th string 7, hybrid off 6th string m…, hybrid off 6th string

1fr. 1fr. 1fr.

R 3 7 3 R 3 ≤7 3 R ≤3 7 ≤3

m7, hybrid off 6th string 6, hybrid off 6th string m6, hybrid off 6th string

1fr. 1fr. 1fr.

R ≤3 ≤7 ≤3 R 3 6 3 R ≤3 6 ≤3

Congratulations, for you’re now equipped to voice hybrid 7th and 6th chords of a variety of types
up and down the neck of the guitar! Now, let’s move on to 9th and 6 9 chords.

IV. VOICING 9TH AND 69 CHORDS

9th chords are essentially seventh chords to which a 9 note, a third above the seventh, has been
added. The addition of this 9 note creates a denser and more highly colored chordal texture. The
9 note itself, unless altered in some way is the same as the 2 note, one whole step above the root.

9th chords are named by naming the seventh chord substructure beneath the 9 note, with the
presumption that unless the 9 note itself is described as being altered in some way, it will be the note
one whole step above the root of the chord. For example, a G dominant 7th chord is conventionally
referred to as a G7 chord, with the understanding that of the various 7th chord types, only the
dominant 7th is simply called a 7 chord. Similarly, a G dominant 7th chord to which a 9 note has been
added will be called simply a G9, with the assumption that the substructure of that ninth chord is a
dominant 7th chord. So it is that a …9 chord is a major seventh chord with a 9 note added, and a
m9 chord is a minor seventh chord with a 9 note added. It should be noted that the 9 note does not
alter the 7th chord substructure’s function in any way — it simply adds color and the possibility of
another strand of melody moving through a chord progression. The table below lists the structure for
the ninth chords of different types.

8
 NINTH CHORD STRUCTURE TABLE

Chart
Type Structure
Designation
major 3rd,
perfect 5th,
Major
major 7th, …9
major 9th
major 3rd,
perfect 5th,
Dominant (9th)
minor 7th, 9
major 9th
major 3rd,
perfect 5th,
7≤9
minor 7th, 7≤9
minor 9th
major 3rd,
perfect 5th,
7≥9
minor 7th, 7≥9
augmented 9th
minor 3rd,
perfect 5th,
Minor/Major
major 7th, m(…)9
major 9th
minor 3rd,
Minor perfect 5th,
minor 7th,
m9
major 9th
major 3rd,
augmented 5th,
7≥9≥5
minor 7th, 9≥5
augmented 9th
major 3rd,
≤9≤5 diminished 5th, ≤9≤5
minor 7th,
minor 9th
major 3rd,
Minor 9≤5 diminished 5th, m9≤5
minor 7th,
major 9th

9
 NON-TRIADIC 9 CHORDS

Chart
Type Structure
Designation
major 3rd,
perfect 5th,
69
major 6th, 69
major 9th
minor 3rd,
perfect 5th,
Minor 6 9
major 6th, m6 9
major 9th
major 3rd,
Add 9 perfect 5th, add 9
major 9th
minor 3rd,
Minor add 9 perfect 5th, m add 9
major 9th

The most essential voices to include in 9th chord voicing are the 3rd, 7th, 9th and root. The 5th is
often left out of 9th chord voicing, especially when it has not been altered. Altered 5ths can supply
essential chordal information, though.

9th chords voice most naturally out of the C, F and G shapes. Let’s take a look at how you can get
from a …7 chord voiced out of the C shape to a …9 chord voiced out of the C shape.

…7, C shape
1f

}
5 R 3 7 R

By raising the upper root, voiced on the second string one whole step (two frets), you wind up with
the …9 chord shown below.

10
 …9, C shape
1f

R 3 7 9

Now, using the C shape …9 as a template, complete the chord diagrams for the other 9th chords
voiced out of the C shape.

…9, C shape 9, C shape 7≥9, C shape 7≥9≥5, C shape

1fr. 1fr. 1fr. 1f

}
5 R 3 7 9 5 R 3 ≤7 9 R 3 ≤7 ≥9 R 3 ≤7 ≥9 ≥5

7≤9, C shape m…9, C shape m9, C shape m9≤5, C shape

1fr. 1fr. 1fr. 1f

5 R 3 ≤7 ≤9 5 R ≤3 7 9 5 R ≤3 ≤7 9 ≤5 R ≤3 ≤7 9

Observe now how the …7 out of the F shape is altered to make a …9 out of the F shape:

…7, F shape …9, F shape

1fr. 1f

} }

5 R 3 7 R 5 R 3 7 9

11
 Using the …9 chord out of the F shape as a template, voice the other 9th chords out of the
F shape.

…9, F shape 9, F shape 7≥9, F shape 7≤9, F shape

1fr. 1fr. 1fr. 1f

5 R 3 7 9 5 R 3 ≤7 9 5 R 3 ≤7 ≥9 5 R 3 ≤7 ≤9

m…9, F shape m9, F shape m9≤5, F shape

1fr. 1fr. 1fr.

5 R ≤3 7 9 5 R ≤3 ≤7 9 ≤5 R ≤3 ≤7 9

See how the …7 out of the G shape can be turned into the delta 9:

…7, G shape …9, G shape

1fr. 1f

R 3 7 R R 3 7 9

Using the …9 out of the G shape as a template, voice the other 9th chords out of the G shape.

12
 …9, G shape 9, G shape 7≥9, G shape

1fr. 1fr. 1f

}
R 3 7 9 5 R 3 ≤7 9 5 R 3 ≤7 ≥9 5

7≥9≥5, G shape 7≤9, G shape m…9, G shape m9, G shape

1fr. 1fr. 1fr. 1fr

R 3 ≤7 ≥9 ≥5 R 3 ≤7 ≤9 5 R ≤3 7 9 5 R ≤3 ≤7 9 5

You may have noticed that you don’t have enough fingers to voice these G-based 9th chords with
a 5th, short of using your thumb to fret the sixth string. On some occasions, you may want to voice
a 9th chord without a 3rd or root, in which case you can add the 5th.

There is another way of voicing 9th chords out of the G and C shape, in which the the third is moved
up an octave, in the G shape moving from the fifth to the second string, and in the C shape moving
from the fourth to the first string. These voicings tend to be a bit of a stretch for the left hand but have
a beautiful sound. Below are …9 voicings for these alternate ways of voicing ninth chords out of the
G and C shapes that you can use to figure out the other ninth chord shapes using this approach.

…9, alt.G shape …9, alt. C shape

0fr. 0

R x 7 R 3 x x R x 7 9 3

13
 Let’s take a look at 6 9 chords now. Just as a ninth chord is a more highly colored version of a
7th chord, so is a 6 9 chord a more highly colored version of a 6th chord. Like the 6th chord, the
6 9 chord has tonic function, which means it can be used for the I chord in a progression. This makes
it functionally interchangeable with a 6th chord, or a …7 or …9 chord.
As with 9th chords, 6 9 chords voice most naturally out of the G, C, and F shapes. Bearing in mind
that the 6 note falls one whole step below the major seven note in a major scale, use the delta 9
templates below to figure out the chord diagrams for the 6 9 and m6 9 chords out of the G, C and
F shapes.

…9, G shape 6 9, G shape m6 9, G shape

1fr. 1fr. 1f

}
R 3 7 9 5 R 3 6 9 5 R ≤3 6 9 5

…9, C shape 6 9, C shape m6 9, C shape

1fr. 1fr. 1f

}
5 R 3 7 9 5 R 3 6 9 5 R ≤3 6 9

…9, F shape 6 9, F shape m6 9, F shape

1fr. 3fr. 3f
}

5 R 3 7 9 5 R 3 6 9 5 R ≤3 6 9

If you’ve filled out the various 9th and 6 9 chord grids, you’re now prepared to begin using 9th and
6 9 chords up and down the neck, rooted on three different strings. Good work!

14
V. 2-BAR BOSSA NOVA PICKING PATTERN

All of our concentration thus far has been focused on the left hand, so it may be a relief to give the
right hand some attention now. Bossa Nova, a Brazilian style of music that was shaped in its formative
years by the great Joao Gilberto, has a number of appealing and rhythmically infectious ways of
treating musical time. Let’s take a look at one of the 2-bar Bossa Nova picking patterns that enjoys
wide-spread use among players in that style. Note that the pattern is written in such a way that the
rhythms with which the fingers and thumb strike the strings are notated separately.

Fingers q q E e E e E e E e Q q
!
Thumb
h h h h
To get started on this pattern, let’s assign the index finger of the right hand to pick the D string, the
second finger to pick the G string and the third finger to pick the B string. The thumb will strike either
the A string or the low E string, whichever is the root of the chord that is being played at any given
time. For this pattern, the fingers pick as a rhythmic unit, always striking the D, G and B strings
simultaneously. In contexts in which you’re playing a chord voiced out of the D or F shape, the thumb
will move up and strike the D string, and the first three fingers of the right hand will move up one string
each, so that the index finger ends up picking the G string, the second finger picks the B string and
the third finger strikes the high E string.

Let’s look at the rhythms of the pattern now. What the thumb does is pretty straightforward, hitting
on beats one and three in each of the measures. The fingers are far more syncopated, though. In the
first measure, they hit on beats one and two, and then on the upbeats (the +s) of beats three and
four. In the second measure of the pattern, the fingers start out by continuing their trend of hitting
on the upbeats, striking the strings on the upbeats of beats one and two, and then waiting and hitting
on beat four. Observe how the only time in the 2-bar pattern that the thumb and fingers pick
simultaneously is on beat one of the first measure of the pattern.

To get this pattern going, I recommend playing along with the video portion of the lesson where
I demo the pattern using an E≤…7 out of the hybrid shape. It is important to be comfortable playing
the pattern holding one chord for the entire 2-bars before attempting to change chords in the course
of the pattern. If your experience in becoming comfortable with the pattern is anything like mine was,
you may find that the playing of the pattern is very much a “feel” sort of thing, as opposed to a
“thinking” sort of thing, and that once your hands become accustomed to playing the pattern it will
require less and less conscious direction on your part, until it’s almost as though you were watching
someone else play it. It is a great feeling when you get to that point.

Let’s move on now, to the Michel Legrand song, “Watch What Happens” and as we work through
the song, we will return to the 2-bar pattern and see how you fit internal chord changes into the
pattern.

15
VI.“WATCH WHAT HAPPENS”

“Watch What Happens” is a lovely tune composed by Michel Legrand for the movie “The Umbrellas
of Cherbourg.” It has been picked up by players in the Jazz world and has become a favorite down
through the years. The lead sheet below offers the melody, chord progression and English lyrics.

NOTE: In the video, when I first run through the song, naming the chords, when I came to the first
ending, I name the chords incorrectly, naming chords one half-step higher than those I played. The
chords as they appear on the lead sheet are correct, and I apologize for any confusion my error may
have caused .

16
 WATCH WHAT HAPPENS
Michel Legrand
œAå
b c
œj ˙
E≤…‡ F·
b
& b œ. œ œ œ œ w Œ œ œ œ
3 3 3 3

œ œ œ œ
Let some - one start be - liev - ing in you. Let him hold out his

bb
Fm· B≤⁄‹sus B≤⁄‹ E≤…‡ E…‡ F…‡ E…

& b w Œ œ œ œ ˙ #˙ n˙ #˙
3 3

œ œ
hand, Let him touch you and watch what hap - pens.

bb œj ˙
E≤…‡ F·
& b nœ. œ œ œ œ w Œ œ œ œ
3 3 3 3

œ œ œ œ
One some - one who can look in your eyes and see in - to your

bb
Fm· B≤⁄‹sus B≤⁄‹ E≤…‡ E…‡ F…‡ F≥…‡

& b w Œ œ œ œ ˙ #˙ n˙ ˙
3 3

œ œ
heart, Let him find you and watch what hap - pens.

œBå
b nw j˙
G…‡ Gm‡ C⁄‹
b
& b Œ œ n œ n œ b œ . n œ ˙ nœ œ
œ œ œ
Cold, No, I won’t be - lieve your heart is cold, May - be

bb n œj ˙
F…‡ Fm‡ B≤⁄‹

& b . œ nœ œ œ bw w
3 3

œ œ œ
just a - fraid to be bro - ken a - gain.

œCå
bb œj ˙
E≤…‡ F·
& b œ. œ œ œ œ w Œ œ œ œ
3 3 3 3

œ œ œ œ
Let some - one with a deep love to give, Give that deep love to

b
Fm· B≤⁄‹sus B≤⁄‹ E≤fl Efl Dfl

&bb w Œ œ œ œ ˙. j j
3 3

œ œ œ nœ œ œ œ b œ
you and what mag - ic you’ll see. Let some - one give his heart,

bb
E≤fl Efl Dfl E≤fl (Fm‡ B≤⁄‹)
& b ˙. j
œ nœ œ œj œ bœ w w
Some - one who cares like me.

17
 Note that in the B part of “Watch What Happens,” the 13th note in the C13 and B≤13 chords is a
“rub note,” one half-step below the melody note, in both instances. This creates a nice tension.

Just to open up the page a little bit, let’s work from a simplified chord chart that indicates the chord
progression without getting into the melody or standard notation. As you look at this chord chart,
you’ll notice that each chord is followed by a parenthetic designation. The parenthetic designation
tells you what shape to use for deriving the various chord voicings you’ll use in the course of playing
the song.

Key of E≤ major NOTE: h = hybrid

œAå ! C E≤…7 (h) | E≤…7 | F9 (C) | F9 |

1.
| Fm9 (C) | B≤13sus(E) B≤13(E) | E≤…‡ (h) E…‡ (h) | F…‡ (h) E…‡ (h) |

2.
| F…‡ (h) F≥…‡ (h) B

œBå | G…7 (h) | G…7  | Gm7 (h) | C13 (E) |

| F…7 (h) | F…7  | Fm7 (h) | B≤13 (E) ||

œCå | E≤…7 (h) | E≤…7 | F9 (C) | F9 |

| Fm9 (C) | B≤13sus(E) B≤13(E) | E≤6 (C) | E6 (C) D6 (C) |

| E≤6 (C) | E6 (C) D6 (C) | E≤6 (C) | Fm7 (h) B≤13 (E) ||

As you look at the chord chart, all of the chord types are ones that we’ve previously gone over, with
two exceptions: the B≤13sus and the B≤13, both out of the E shape. Just as the 9th chord is a 7th chord
to which a 9, or 2 note has been added, so is a 13th chord a seventh chord to which a 13 or 6 note
has been added. (Between the 9 and the 13 comes the 11, which is the same as a 4 note.) If we look
at how a B≤7 is voiced out of the E shape, we can figure out how to voice both the B≤13 and the
B≤13sus.
B≤7, E shape B≤13, E shape B≤13sus, E shape

1fr. 1fr. 1fr

6 thfrm 6 thfrm 6 thfrm

R x ≤7 3 5 x R x ≤7 3 13 x R x ≤7 4 13 x
18
 You can see that the B≤7 out of the E shape voices its root on the sixth string, its minor 7th on the
fourth string, its major 3rd on the third string and its perfect 5th on the second string. If we need a
sixth to get the thirteenth, the most natural place to get it is one whole step above the perfect fifth
on the second string. Similarly if we need a suspended fourth, which is what the “sus” in B≤13sus is
short for, the four note lives one half-step above the major third. Using that information, fill out the
blank chord grids above for the B≤13 and B≤13sus. You now have all the chord voicing information
you need to play “Watch What Happens.” We will get into a more complete look at voicing 13th chords
after we’ve gone through the playing of “Watch What Happens.”

The time has come to return to the Bossa Nova pattern and see how to accommodate chord
changes that fall in different places in the 2-bars covered by the pattern.

Fingers
*q q
*E e E e
* E e E e Q
* q
!
Thumb
h h h h
The asterisks on the Bossa pattern directly above indicate where chord changes fall in the pattern.
If, as in the first two bars of “Watch What Happens,” only one chord is played, it arrives on the
downbeat of the first measure and is played for the entire pattern. If, as in bars 5 and 6, you have one
chord in the first bar and two in the second, the chord in the first bar arrives on the downbeat and
plays through the + of beat 3. The first chord in the second bar arrives on the + of beat four in the
first measure and plays through the + of beat one in the second measure. The second chord in the
second measure arrives on the + of beat two in the second measure and plays through the end of
that measure. If, as in bars 7 and 8, you have two chords in each of the bars, the chords in the first
measure will arrive on beats one and three (coinciding with the thumb strokes) and the chords in the
second measure will arrive on the + of beat four in the first measure and the + of beat two in the
second measure. Another way of thinking of this is that chord changes in the first bar occur on beats
one and three, coinciding with the thumb strokes, and that the chord changes shown for the second
bar arrive first in the fingers, at the + of beat four in the first measure and the + of beat two in the
second measure.

I think you will achieve the best results in terms of getting comfortable playing the 2-bar pattern
with chord changes by working along with the video where I demo the different possibilities. I think
the trickiest part of picking up the pattern is the anticipation of the chord changes in the second bar
in the treble. Once again, though, this is very much a feel, “lizard brain,” sort of thing, and a lot of
repetition will yield the results you’re looking for eventually, or if you’re fortunate and have been living
right, pretty darn quickly.

19
VII.“WATCH WHAT HAPPENS” — THE MELODY VERSION

By far, the most efficient method of working out the melody version of “Watch What Happens” is
to track the explanation on the video closely. Follow the guidance as to how much of the Bossa pattern
can be preserved while still playing the melody, and pay particular attention to the tips pertaining to
left hand economy of motion. Good luck, and have fun with it!

VIII. VOICING 13TH CHORDS.

As promised earlier, the time has come to look at 13th chords in a more systematic way.
13th chords, like 9th chords are named in accordance with the 7th chord substructure that underlies
them. 13th chords may or may not include a 9th in addition to the root, 3rd and 7th. The fifth is often
jettisoned when voicing 13th chords. The table below shows structures for the most commonly
encountered 13th chords.

20
 THIRTEENTH CHORD STRUCTURE TABLE

Chart
Type Structure
Designation
major 3rd,
perfect 5th,
Major
major 7th, …13
major 13th
major 3rd,
perfect 5th,
Dominant
minor 7th, 13
major 13th
minor 3rd,
Minor perfect 5th,
minor 7th,
m13
major 13th
major 3rd,
perfect 5th,
13≤9 minor 7th, 13≤9
minor 9th,
major 13th
major 3rd,
diminished 5th,
13≤5
minor 7th, 13≤5
major 13th
perfect 4th,
perfect 5th,
13 sus
minor 7th, 13 sus 4
major 13th
major 3rd,
perfect 5th,
13 9
minor 7th, 13 9
major 9th,
major 13th
perfect 4th,
13 9 sus minor 7th, 13 9 sus
major 9th,
major 13th

21
 Dominant function 13th chords (those with a dominant 7th substucture) are more commonly
encountered and used than are tonic function 13th chords (those with a …7 substructure). Root
position 13th chords can be voiced a variety of ways: rooted on the sixth string out of the G and E
shapes, rooted on the fifth string out of the C and A shapes, and rooted on the fourth string out of
the D shape.

For the root position 13th chords voiced off of the sixth string in the G shape, it may end up being
necessary to fret the sixth string with your thumb to get all the voices you need. Remember that in
the G shape, you will raise an interior root to get any 9 you are voicing. Use the dominant 13th chord
diagram as a template to come up with the other 13th chord shapes out of the G shape.

13, G shape 13≤9, G shape 13 9, G shape

1fr. 1fr. 1fr.

R x ≤7 R 3 13 R x ≤7 ≤9 3 13 R x ≤7 9 3 13

13 9sus, G shape …13, G shape …13 9, G shape

1fr. 1fr. 1fr.

R x ≤7 9 4 13 R x 7 R 3 13 R x 7 9 3 13

In voicing 13th chords in root position out of the E shape, the 9th is most often not voiced, but when
it is voiced, it is most often voiced on the first string. For the 13th chords out of the E shape rooted
on the sixth string, we will give you both the chord diagram for a dominant 13th chord with no 9th
voiced and a dominant 13 9. You can use those models to determine how to derive the other 13th
chord shapes out of the E shape.

22
 13, E shape 13 9, E shape 13 ≤9, E shape

1fr. 1fr. 1fr.

R x ≤7 3 13 x R x ≤7 3 13 9 R x ≤7 3 13 ≤9

13 9 sus, E shape …13, E shape …13 9, E shape

1fr. 1fr. 1fr.

R x ≤7 4 13 9 R x 7 3 13 x R x ≤7 3 13 9

Root position 13th chords voiced off of the fifth string out of the C shape routinely include the 9th,
and voice the 13th on the first string. As in the G shape, some of these voicings may require the thumb
of the left hand to fret the root of the chord on the fifth string. Many players choose to do a rootless
voicing in such an instance, omitting the fifth string altogether and voicing the remainder of the chord
on the top four strings. We will use the chord diagram for the dominant 13 9 out of the C shape for
our starting point here and you can locate the voices you need for the blank grids by working from
it.

13 9, C shape 13≤9, C shape 13 9 sus, C shape …13 9, C shape

0fr. 1fr. 1fr. 1f
}

5 R 3 ≤7 9 13 5 R 3 ≤7 ≤9 13 5 R 4 ≤7 9 13 5 R 3 7 9 13

(Note: The …13 9 out of the C shape would require the thumb to fret the fifth string to get every
voice in the chord. In such an instance, the root can be jettisoned.)

13th chords voiced out of the A shape hardly ever voice the 9th, because you’d have to give up the
3rd to get the 9th and the 3rd is the more essential voice. Using the 13th chord diagram supplied,
complete the blank A position 13th chord diagrams.

23
 13, A shape 13 sus, A shape …13, A shape
1fr. 1fr. 1fr.

R x ≤7 3 13 R x ≤7 4 13 R x 7 3 13

13th chords voiced out of the D shape do not voice the 9th. These voicings involve some difficult
stretches but sound really nice, so if you have a context where you have enough time to grab the shape
you want, they can make for a distinctive sound. Use the 13 out of the D shape that is shown as your
starting point for diagramming the other 13th chords out of the D shape.

13, D shape 13 sus, D shape …13, D shape

1fr. 1fr. 1fr.

R 13 ≤7 3 R 13 ≤7 4 R 13 7 3

Well, you now have a host of ways of voicing 9th, 6 9 and 13th chords. It’s time to take a look at
chordal inversions.

24
IX. CHORD INVERSIONS

Chords that are voiced with their 3rd, 5th, or 7th as the lowest-pitched voice, rather than the root,
are said to be voiced in inversion. A chord with its 3rd as its lowest-pitched voice is in first inversion.
A voicing that places the chord’s 5th as the lowest-pitched voice is in second inversion, and voicings
in which the chord’s 7th is the lowest-pitched voice are in third inversion. Being able to voice chords
with notes other than the root in the bass is a huge step, because it enables you to get more linear,
less blocky movement in the bass as you work through a chord progression. I used to think that the
inversion shapes on the guitar were different from the root position shapes, but realized later that
inversion shapes derive from the common shapes we all learned when first learning guitar. An
example may suffice to illustrate this principle.

If you wanted to voice an E major chord in first inversion, i.e., with it’s third as its lowest voice, on
the sixth string, how would you go about figuring it out? There are a variety of approaches that could
be taken, but the method that ended up making the most sense was this: figure out what common
chord shape voices its third on the sixth string and use that. Think about the D shape. It voices from
the fourth string to the first, R5R3. If you moved that D shape up the neck two frets, intact, you would
have an E chord voiced on the top four strings. Now, if you invert the third from the first string down
to the sixth string, you end up with an E chord voiced in first inversion, with its third in the bass. Looking
at the chord diagrams shown below may help you visualize this chain of events.

E triad, D shape E, 1st inversion

x x R 5 R 3 3 x R 5 R x

Once you have figured out how to do the first inversion major triad shape off of the sixth string, you
employ exactly the same process as for the root position shapes in figuring out how to voice 7th and
6th chords of various types. In this instance, you will lower the root voiced on the second string to
get your 7ths and 6ths, lower the 3rd on the sixth string if you need a minor 3rd, etc. Using the
…7 diagram for a first inversion chord off of the sixth string as a template, fill out the blank 6th string
first inversion grids.

25
…7, 1st inv., 6th string 7, 1st inv., 6th string m7, 1st inv., 6th string m7≤5, 1st inv., 6th string

1fr. 1fr. 1fr. 1f

3 x R 5 7 x 3 x R 5 ≤7 x ≤3 x R 5 ≤7 x ≤3 x R ≤5 ≤7 x

—7, 1st inv., 6th string m…7, 1st inv., 6th string 6, 1st inv., 6th string m6, 1st inv., 6th string

1fr. 1fr. 1fr. 1f

≤3 x R ≤5 —7 x ≤3 x R 5 7 x 3 xR 5 6 x ≤3 x R 5 6 x

6 9, 1st inv., 6th string m6 9, 1st inv., 6th string add9, 1st inv., 6th string

}R 1fr. }R 1fr. }R 1f

3 x 9 5 6 x ≤3 x 9 5 6 x 3 x 9 5 R x

What about voicing chords in first inversion off of the fifth string? Well, the G shape voices its 3rd
on the sixth string, so it is the best candidate to use as a starting point for figuring out these voicings.
Let’s imagine an A chord voiced out of the G shape as our starting point.

A chord, G shape

1f

R 3 5 R 3 R

Note how the interior four strings, from the fifth up to the second, are voiced 3rd, 5th root, 3rd. The
third is a poor choice to double because every time you switch the chord type from major to minor
you have to alter both voices. If you walk the higher 3rd, on the second string, up three frets, to a fifth,
26
you have a more workable and strongersounding basis for voicing first inversion chords. This re-
configured starting point for the first inversion shapes off of the fifth string looks like this:

Re-configured 1st inv.

major triad, 5th string

1
Working from this re-configured major triad first inversion
shape, you can get a …7 first inversion shape by walking the 5th
on the fourth string up two whole steps. Using the diagram below
in which that has been done as a template, complete the blank
grids for the other first inversion shapes off of the fifth string.
x 3 5 R 5 x

…7, 1st inv., 5th string 7, 1st inv., 5th string m7, 1st inv., 5th string m7≤5, 1st inv., 5th string

1fr. 1fr. 1fr. 1f

x 3 7 R 5 x x 3 ≤7 R 5 x x ≤3 ≤7 R 5 x x ≤3 ≤7 R ≤5 x

—7, 1st inv., 5th string m…7, 1st inv., 5th string 6, 1st inv., 5th string m6, 1st inv., 5th string

1fr. 1fr. 1fr. 1f

x ≤3 —7 R ≤5 x x ≤3 7 R 5 x x 3 6 R 5 x x ≤3 6 R 5 x

6 9, 1st inv., 5th string m6 9, 1st inv., 5th string add 9, 1st inv., 5th string

}R 1fr. }R 1fr. }R 1fr.

x 3 6 9 5 x x ≤3 6 9 5 x x 3 5 9 5 x

27
 An alternative way of voicing first inversion chords off of the fifth string involves voicing the fifth,
third, second and first strings, like so:
major triad, 1st inv.,
5th, 3rd, 2nd, 1st strings

1f

x 3 x R 5 R

Working from this starting point, you can then walk the root on the first string down to get your 7ths
and 6ths like so, in the instance of a …7 chord.

major triad, 1st inv.,

5th, 3rd, 2nd, 1st strings

1f

x 3 x R 5 7

Using the …7 as a template, you can figure out the rest of your first inversion voicings of this type
if the spirit moves you.

The first inversion shapes off of the fourth string derive from the C shape, since it voices its 3rd on
the fourth string. As with the G shape, it is necessary to walk the upper third of the shape up the first
string to a 5th to end up with the best starting point for voicing first inversion shapes off of the fourth
string. The diagrams below show a major triad in first inversion off of the fourth string that will serve
as a starting point for voicing these chords, followed by a first inversion delta seven which can serve
as your template for filling out the remainder of the blank grids.

major triad, 1st inv., …7, 1st inv., 7, 1st inv., m7, 1st inv.,
4th string 4th string 4th string 4th string

1fr. 1fr. 1fr. 1f

x x 3 5 R 5 x x 3 7 R 5 x x 3 ≤7 R 5 x x ≤3 ≤7 R 5

28
 m7≤5, 1st inv., —7, 1st inv., m…7, 1st inv., 6, 1st inv.,
4th string 4th string 4th string 4th string

1fr. 1fr. 1fr. 1f

x x ≤3 ≤7 R ≤5 x x ≤3 —7 R ≤5 x x ≤3 7 R 5 x x 3 6 R 5

m6, 1st inv., 6 9, 1st inv., m6 9, 1st inv., add9, 1st inv.,
4th string 4th string 4th string 4th string

1fr. 1fr. 1fr. 1f

}R }R }R

x x ≤3 6 R 5 x x 3 6 9 5 x x ≤3 6 9 5 x x 3 5 9 5

After having completed this first inversion grid-athon, you’re now ready to try out some of the
shapes in a song!

X. “YOU TOOK ADVANTAGE OF ME”

Here is a lead sheet for “You Took Advantage of Me,” a great old standard composed by Richard
Rodgers with lyrics by Lorenz Hart. The form is AABA, with the “A” idea, an 8-bar phrase, repeated three
times with minor variations and the “B” part, most often called a bridge or release, spanning the
musical space between the second “A” and the final “A”.

29
 YOU TOOK ADVANTAGE OF ME
from “PRESENT ARMS”
Richard Rodgers
LorenzHart

# c œ œœ
œAå
œ. œ œ œ ˙ œ œ œ œ #œ œ. œ œ œ œ œ
Gfl G≥—‡ Am‡ D‡ Gfl/B B≤—‡ Am‡ D‡

& } œ œ n œj J
I’m a sen - ti - men- tal sap, that’s all What’s the use of try- ing not to fall? I

# œ œ œ œ œ
Gfl G‡ Cfl F‡ G‡ D‡ Gfl Am‡ D‡
œ œ œ œ
& œ œ œ œ œ œ œ ˙. Œ
have no will, You’ve made your kill ’Cause you took ad - van - tage of me.

œAå
# œ œ œ. œ œ œ ˙ œ œ œ œ #œ œ. œ œ œ œ œ
Gfl G≥—‡ Am‡ D‡ Gfl/B B≤—‡ Am‡ D‡

& }œ œ œ nœj J
I’m just like an ap - ple on a bough, And you’re gon - na shake me down some - how, So

# œ œ œ œ œ
Gfl G‡ Cfl F‡ G‡ D‡ Gfl B‡
œ œ œ œ
& œ œ œ œ œ œ œ ˙. Œ
what’s the use, You’ve cooked my goose, ’Cause you took ad - van - tage of me.

œBå
# œ œ œ œ œ œ nœ œ œ. nœ #œ bœ œ œ œ
Jœ # œ
Em‡ F≥‡ B‡ E‡ A‡ D‡ Gfl B‡

& J J œ ˙. ‰ J
I’m so hot and both - ered that I don’t know My el - bow from my ear. I

# œ œ œ œ Jœ œ œJ # œ n œ œ œ . n œ # œ b œ œ œ ˙.
Em‡ F≥‡ B‡ E‡ A‡ D‡ Gfl Am‡ D‡

& J œ Œ
suf - fer something aw - ful each time you go And much worse when you’re near.

œCå
# œ œ œ. œ œ œ ˙ œ œ œ œ #œ œ. œ œ œ œ œ
Gfl G≥—‡ Am‡ D‡ Gfl/B B≤—‡ Am‡ D‡

& }œ œ œ n œj J
Here I am with all my bridg - es burned, Just a babe in arms where you’re con - cerned, So

# œ œ œ
Gfl
œ œ
G‡ Cfl F‡ G‡ D‡ Gfl (Am‡ D‡)
œ œ œ œ
& œ œ œ œ œ œ œ ˙. Œ
lock the doors and call me yours ’Cause you took ad - van - tage of me.

30
 Since we’re not concerned with putting together a melody version of the song in the course of this
lesson, a simple chord chart may serve our purposes a bit better than the standard notation.

Key of G major

œAå ! C G6 G≥—7 | Am7 D7 | G6/B B≤—7 | Am7 D7 |

1.
| G6 G7 | C6 F7 | G6 D7 | G6 Am7 D7 |

2.
| G6 B7 B

œBå | Em7 F≥7 | B7 E7 | A7 D7 | G6 B7 |

| Em7 F≥7 | B7 E7 | A7 D7 | G6 Am7 D7 ||

œCå | G6 G≥—7 | Am7 D7 | G6/B B≤—7 | Am7 D7 |

| G6 G7 | C6 F7 | G6 D7 | G6 Am7 D7 ||

Note that with the exception of the first ending and the final measures of the bridge and the C part,
chord changes occur at the rate of every two beats. Working with the video, play through the
progression as it is first presented until you develop a degree of fluency with it before attempting
options for variations. When you feel as though you have a good degree of comfort playing through
the progression at a relaxed medium tempo (or quicker tempo, if you prefer that), you can move on
to the various suggestions for alternate voicings and approaches outlined in the remainder of this
section.

Tonic function substitutions in root position and in first inversion: One of the ways in which you can
vary your sound as you play through standards is to use different options for tonic function voicings.
“Tonic function” means functioning as the I chord in the progression. If you look at the progression,
the chords that are suitable for tonic function substitution are the G6 chords, in root position and in
first inversion (G6/B) and the C6 chord. What other voicings are suitable tonic function substitutions?
Well, you could use a …7, a …9, a 6 9, or an add 9. According to your own taste and sense of musical
style, some of these options may sound more suitable for “You Took Advantage of Me” than do others,
but they are all at least theoretically suitable.

A good way to try them out is to try the same option in root position and then first inversion,
substituting for the root position G6 and first inversion G6/B in the first line of the A part of the song.
The video gives some examples of how to go about doing this, and since you’ve already completed
chord diagrams for your first inversion voicings off of the sixth string, you have all the information you’ll
need to try this out. As you work through the different options, make note of how they may possibly

31
affect and change your left hand economies of motion. Chords may be functionally interchangeable
but still require a slightly different set of fingering moves. Once you are comfortable voicing the same
chord type in root position and first inversion, try mixing and matching the chords, for example, using
a …7 chord in root position and a 6 9 chord in first inversion. Your eventual goal is to be able to make
choices between the different chord types on the fly, in musical time, so that you can go for the sounds
that you want, in the moment, without having to map everything out in advance. Be aware that that
kind of fluency does not happen overnight, and will require a great deal of mindful playing and
practice. It’s not the kind of thing you get better at by going on automatic pilot. Nonetheless, with
practice, thought and listening, you can get to a place eventually where your hands seem to make
these kinds of choices almost on their own, and that’s a great feeling.

Walking bass using 7≤5 chords: One of the options for varying the bridge of “You Took Advantage
of Me” that is presented in the video involves alternating between voicings in root position and ones
in second inversion, with the flat 5th in the bass. This option kicks into gear at the F≥7 in the second
half of the first bar of the bridge, and from there to the resolution into G6 has you hitting each chord
in root position, then with its ≤5 in the bass. The first four chords are as follows, and the pattern repeats
after that, as the video shows.

F≥7, C shape F≥7≤5, C shape B7, E shape B7≤5, E shape

1fr. 1fr. 1fr. 1fr.

7thfrm
8thfrm 8thfrm
9 thfrm
x R 3 ≤7 R x ≤5 x 3 ≤7 R x R x ≤7 3 5 x x ≤5 ≤7 3 ≤5 x

The video will provide you with guidance as to the most efficient way of moving between these
shapes. Note that the B7≤5/F, with two ≤5s, ends up being exactly the same fingering as an F7 out
of the C shape. This is hugely helpful in terms of the left hand, since the next chord in the progression
is an E7 and you can just slid the position down one fret, intact. Once again, practice is the key to being
able to play this walking bass passage with the kind of fluency that will make it a pleasure to hear.
As with most things on the guitar, this ≤5 move can be done a host of different ways. For once, I’m
not going to give you a starting point. See if you can figure out two different ways to do the ≤5 walk
through the F≥7-B7-E7-A7-D7 portion of the bridge of “You Took Advantage of Me.” You have all the
tools needed to do it — best of luck coming up with your own variations on the ≤5 walking bass!

A descending chromatic bass line through a circle of fifths progression: The last possibility for
variation that we’ll look at in this lesson involves using chordal inversions to get a descending
chromatic bass line as you move through a circle of fifths progression. In this instance, we’ll be working
with the very same portion of the bridge of “You Took Advantage of Me” that we used for the ≤5
walking bass line: the F≥7-B7-E7-A7-D7 progression.

32
 I don’t know who first figured this out, but it is a fact that you can get a descending chromatic bass
line when moving through a circle of fifths progression by alternating between voicing chords in third
inversion (7th in the bass) and first inversion (3rd in the bass). What is particularly amazing about this
phenomenon is that it works whether you start the bass line on the 7th of the first chord or its 3rd!
Examples may help to make this clearer.

On the video, the F≥7 that starts this portion of the progression is voiced with its 7th, E, in the bass.
This resolves into the 3rd of B7, D≥, which resolves into the 7th of E7, G≥, which resolves into the 3rd
of A7, C≥, which resolves into the 7th of D7, C. We kind of whizzed through that — so what did the
bass line end up being? E-D≥-D-C≥-C, a descending chromatic line, sure enough.

What if we had begun the bass line on the 3rd of F≥7, A≥? That would have resolved into the 7th
of B7, A, which would resolve into the 3rd of E7, G≥, which would resolve into the 7th of A7, G, which
would resolve into the 3rd of D7, F≥. A≥-A-G≥-G-F≥ — yet another descending chromatic bass line.

The aspect of these chromatic descending bass lines that we’ve not dealt with previously in this
lesson is the third inversion voicings, those with the 7th in the bass. We dealt with the first inversion
voicings in some detail earlier. As it turns out, the best candidates for third inversion voicings are the
chord shapes that are voiced R35R, the G shape off of the sixth string, the C shape off of the fifth string
and the F shape off of the fourth string. Let’s look at the C shape first, since it is the one that is used
in the video. As you look at the chord diagrams below, you see first a movable C shape on the interior
four strings of the guitar, followed by a dominant 7 shape with its 7th voiced in the bass.

movable major triad, 7 chord, 3rd inv.,

C shape C shape

1fr. 1fr

x R 3 5 R x x ≤7 3 5 R x

You can see that we were able to get the dominant seventh in third inversion simply by lowering
the lower root, on the fifth string, one whole step, and leaving the upper voices, the major 3rd, the
perfect 5th and the root as they were voiced in the movable triad.

You utilize exactly the same chain of logic to arrive at a third inversion 7 chord out of the F shape.

33
 movable major triad, 7 chord, 3rd inv.,
F shape F shape
1fr. 1fr

x R 3 5 R x x ≤7 3 5 R x

How about a third inversion shape derived from the G shape. This instance is a little more complex.
The G shape is voiced, from the sixth string to the first, R35R3R. Now, you can voice the third inversion
7 chord out of the G shape on the bottom four strings of the guitar, but it ends up sounding a bit murky
and thick. For this reason, and also because we voice first inversion shapes off of the sixth string on
the sixth, fourth, third and second strings, we will similarly voice third inversion shapes off of the sixth
string on the sixth, fourth, third and second strings. The chord diagrams will make our method clear.

movable major triad, 7 chord, 3rd inv.,

G shape G shape

1fr. 1fr

R 3 5 R 3 R ≤7 x 5 R 3 x

You now have the information necessary to get the chromatic descending bass line that alternates
between third inversion shapes and first inversion shapes (or vice versa) on the sixth, fifth and fourth
strings. Once again, having the facility to utilize these options in musical time is not something you
can reasonably expect to master instantaneously. Nor am I suggesting that you devote all of your
practice time to mastering this particular set of moves. What I would suggest is selecting one version
of this chromatic descending bass line and working with it until you can play it smoothly. Once you
can do that, try one of the other options for the very same progression and work on that until you can
play it smoothly. For such a specialized solution to a particular musical context it makes more sense
to peck away at it and build your skills over time then to try to achieve mastery all at once.

34
 That brings us to a close of the materials and knowledge addressed in the first half of the “Expanding
Chordal Horizons” lesson. I hope you have found, and will continue to find value in the information
we’ve gone over here. I should emphasize, too, that as much information as we’ve covered, it is by
no means exhaustive or all-inclusive. There are plenty of other ways of voicing the various chord types
and inversions that we’ve discussed here that remain for you to discover on your own or with further
guidance. One of the exciting things about chord voicing on the guitar is that as far as you may take
it, there are still unexplored possibilities waiting to be discovered. All that is required to make new
discoveries is to remain curious, thinking about your instrument and what you’re doing and
remembering to be guided by your ears and what you hear. Best of luck in your continued studies
and may you make many exciting new discoveries. The next portion of the lesson presents less new
material than this lesson did and focuses for the most part on getting the material that has been
presented here more firmly within your grasp, both in the physical sense and in the conceptual sense.

35
Expanding
Chordal
Horizons
Disc Two
Taught by
John Miller
 EXPANDING CHORDAL HORIZONS, PART 2
I. INTRODUCTION:

Much of disc one of “Expanding Chordal Horizons” was devoted to giving you a vocabulary of hybrid
7th and 6th chords, 9th and 6 9 chords, 13th chords and chord shapes in inversion. While we will be
introducing some new chordal shapes on disc two (particularly 11th chords), the primary focus will
be on getting you up and running with your new-found knowledge and learning how to work with
it. I’m a firm believer that the quickest way to make strides in terms of assimilation of new ideas is
to start using them. For this reason, we’ll continue with the trend established in disc one of having
you generate a good deal of the information you’ll be working with yourself, rather than passively
receiving information that has been pre-sorted and problems that have been solved for you in
advance. I hope you enjoy the process of assimilating and experimenting with these concepts.

II. “I SHOULD CARE”— THE CHORDAL ACCOMPANIMENTS

“I Should Care” is a lovely standard composed by Paul Weston and Axel Stordahl, with lyrics by
Sammy Cahn. Because we are starting off by focusing on chordal accompaniment for the song, let’s
begin with a chord chart. This chart coincides with the first chordal run-through of the song in the
lesson. Note that the parenthetic letters after each chord name indicate the chord shape from
which the voicing derives.

Key of C major
C and E shape version

œAå ! | Dm7 (C) G7 (E) | Em7 (C) A7 (E) | Dm7 (C) G7 (E) | C…7 (C) |

| Em7≤5 (C) | A7 (E) | Dm7 (C) | Fm7 (C) B≤7 (E) |

| C…7 (E) | Bm7≤5 (E) E7 (C) | Gm7 (E) C7 (C) | F…7 (E) |

| Bm7≤5 (E) E7 (C) | Am7 (E)  | D9sus (C) D7 (C) | G9sus (F) G7 (E) ||

œBå | Dm7 (C) G7 (E) | Em7 (C) A7 (E) | Dm7 (C) G7 (E) | C…7 (C) |

| Em7≤5 (C) | A7 (E) | Dm7 (C) | Fm7 (C) B≤7 (E) |

| C…7 (E) | Bm7≤5 (E) E7 (C)  | Am7 (E) | D7 (C) |

| Dm7 (C) | G7 (E) | C6 (E) F7 (C) | Em7 (C) A7 (E) ||

2
 As you work with through chart with the video, pay particular attention to the various suggestions
pertaining to economy of motion in the left hand, because they end up being crucial to being able
to play the song (or any song) in musical time. Understanding what you’re doing and being able to
do it musically are, perhaps unfortunately, two different things, and even after you understand the
concepts, it still takes a great deal of playing to incorporate the concepts smoothly into what you do.
It may be, too, that you actually find the playing easier than keeping track of all the chord voices and
so on. Different people find different aspects of the process more or less easy or difficult and there
is no one right way to learn it.

Let’s take a look at the second chordal pass through “I Should Care.” The chart for it is located below,
and you can see that the primary difference between it and the first chart is its utilization of hybrid
shapes and 13th chords.

Key of C major
hybrid—13th version

œAå ! | Dm7 (hyb.) G13 (E) | Em7 (hyb.) A13 (E) | Dm7 (hyb.) G13 (E) | C…7 (hyb.) |

| Em7≤5 (hyb.) | A7≥5 (E) A7 (E) | Dm7 (hyb.) | Fm7 (hyb.) B≤13 (E) |

| C…7 (E) | Bm7≤5 (E) E7 (C) | Gm7 (E) C7 (hyb.) | F…7 (E) |

| Bm7≤5 (E) E7 (C) | Am7 (E)  | D9sus (C) D9 (C) | G9sus (F) G9 (F) ||

œBå | Dm7 (hyb.) G13 (E) | Em7 (hyb.) A13 (E) | Dm7 (hyb.) G13 (E) | C…9 (C) |

| Em7≤5 (C) | A7 (E) | Dm7 (C) | Fm7 (C) B≤7 (E) |

| C…7 (E) | Bm7≤5 (E) E7 (C) | Am7 (E) | D9 (C) |

| Dm9 (C) | G7≥5 (E) | C6 9 (C) F13 (E) | E7≥5 (E) A9 (G) ||

Working through this second chart, you can see, hear and feel that while the chords are functionally
interchangeable with those in the first chart, the sound and the left hand path through the progression
differ in a number of places. Practice to achieve a smooth flow through this version of the progression
as you did with the first version.

Let’s take a look at the third chordal run-through of “I Should Care.” Note that on this chart, the
parenthetic indications of which shape each chord voicing is derived from have been left blank. In
this respect, this chart is the first one to mirror the amount of information you characteristically are
given in a chord chart. Using the video runthrough as a guide, fill in the appropriate parenthetic chord
shapes as you move through the song.
3
 Key of C major
hybrid—13th version

œAå ! | Dm9 ( ) G7≥5 ( ) | Em9 ( ) A7≥5 ( ) | Dm9 ( ) G7≥5 ( )| C6 9 ( ) |

| Em7≤5 ( ) | A7 ( ) | Dm9 ( ) | Fm9 ( ) B≤13 ( ) |

| C…7 ( ) | Bm7≤5 ( ) E7 ( )| Gm7 ( ) C7 ( ) | F…7 ( ) |

| Bm7≤5 (E) E7 (C) | Am7 ( )  | D9sus ( ) D9 ( ) |G13sus ( ) G13 ( ) ||

œBå | Dm9 ( ) G7≥5 ( ) | Em9 ( ) A7≥5 ( ) | Dm9 ( ) G7≥5 ( )| C…9 ( ) |

| Em7≤5 ( ) | A7≥5 ( ) A7 ( )| Dm9 ( ) | Fm9 ( ) B≤13 ( ) |

| C…7 ( ) | Bm7≤5 ( ) E7 ( )| Am7 ( ) | D7 ( ) |

| Dm7 ( ) | G7 ( ) | C… ( ) F9 ( ) | E7≥9 ( ) A7≥5 ( ) ||

Note that once again, the sound and the left hand economies have changed to reflect the different
voicing choices that have been made. Practice to achieve a smooth rhythmic flow through this set of
chord changes.

What can you do to take this process further? There are a number of possibilities:

* Try a comped version of the song in which you start by voicing the opening Dm7 chord out of some
other shape than we’ve used thus far. A different starting point will yield different resolutions and
economies of motion, and also different sounds.

* Create charts that combine elements of the charts you’ve already worked through, so that when
you get to the second half of the form, in bar 17, and you voice the return of the opening idea, you’re
voicing it at a different place on the guitar than you did when you started the song.

* Try playing the entire progression utilizing only the top four strings of the guitar, working with root
position shapes and chordal inversions. This is great practice, not only for the knowledge of the neck
it will give you, but also for the sound, which ends up having a lovely transparency. These upper
four string voicings can sound particularly nice if you ever play with a bass player.

4
 I SHOULD CARE
Alex Stordahl & Paul Weston
Lyrics by Sammy Cahn

( ) ( ) ( ) ( ) ( )( )( ) ( ) ( ) ( ) ( )
C B B B A B C B A B B
œAå Dm‡ G‡ Em‡ A‡ Dm‡ G‡ C…‡

& c ˙. œ w Œ œ œ œ œ œ œ ˙.
3

I should care, I should go a - round weep - ing,

( ) ( ) ( ) ( )( )( ) ( ) ( ) ( ) ( )
B≤ E A E F G D E F F
Em‡¯fi A‡ Dm‡ Fm‡ B≤‡

& b˙. w Œ œ œ œ œ œ
3

œ œ ˙.
I should care, I should go with - out sleep - ing;

( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( )
E F E F E E E E F E G F E
C…‡ B≤m‡¯fi E‡ Gm‡ C‡ F…‡

& œ œ œ œ œ œ œ œ
3 3

œ œ ˙. œ w
Strange - ly e - nough I sleep well ’cept for a dream or two,

( )( )( )( ) ( ) ( ) ( ) ( )( )( )( ) ( ) ( )( )( )( ) ( )
D E D F E C C D E C D E A B G A B
Bm‡¯fi E‡ Am‡ D·sus D‡ G·sus G‡

& œ œ œ œ œ œ œ œ œ
3 3 3

œ œ ˙. œ œ œ œ œ
But, then, I count my sheep well, Fun - ny how sheep can lull you to sleep. So,

( ) ( ) ( ) ( ) ( )( )( ) ( ) ( ) ( ) ( )
C B B B A B C B A B B
œBåDm‡ G‡ Em‡ A‡ Dm‡ G‡ C…‡

& ˙. œ w Œ œ œ œ œ œ œ ˙.
3

I should care, I should let it up - set me,

( ) ( ) ( ) ( )( )( ) ( ) ( ) ( ) ( )
B≤ E A E F G D E F F
Em‡¯fi A‡ Dm‡ Fm‡ B≤‡

& b˙. w Œ
œ œ œ œ œ
3

œ œ ˙.
I should care, But it just does - n’t get me;

5
 ( )( ) ( )( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( )
E F E F E G F E B G≥ A D C≥

˙.
C…‡ B≤m‡¯fi E‡ Am‡ D‡

& œ œ œ œ œ œ #˙ œ #œ
3

œ ˙ œ
May - be I won’t find some - one as love - ly as you, But

( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( )
C A B A B C C C C
Dm‡ G‡ Cfl F· E‡˜· A‡˜fi

& n˙. œ ˙. œ œ w ∑
I should care and I do.

Above you have a lead sheet for “I Should Care”, with melody and chords indicated. Note that the
melody notes are included above the chords, with blank parentheses above them. Use the
parentheses to indicate what voice each melody note is relative to the chord over which it sounds.
For example, the opening C melody note is the minor 7th, or ≤7 note of the Dm7 chord over which
it sounds, and the B note that it resolves to is the major 3rd, or 3 note of the G7 chord over which
it sounds. Referencing the melody relative to the chords in this way is helpful, because it lets you know
that you need to voice the chords in such a way as to make the melody voice accessible to the left
hand at all times. It’s also helpful should you ever wish to transpose the song; knowing where the
melody lies relative to the progression, in whatever key, makes it easier to find, and less of an
empirical, “hunt and peck” sort of process. You may also wish to indicate what shape each of the
chords in the progression is derived from in the melody version presented in the lesson.

Work through the version until you can play it fluently. Once you can do that, examine the possibility
of alternate voicings and finding the melody in different places. For a “next step” goal to set for yourself,
try transposing the song to the key of G and coming up with a chord melody version of the song there.
It’s always interesting to see how a song lays out differently in different keys, and quite often you may
prefer the sounds you get in a new key to those you were able to get in the original key. It’s a sign
of strong musicianship to be able to play a melody version of a song in several keys, and believe it
or not, it is not an unrealistic goal to shoot for to be able to do this on the fly, over time. First things
first, though — get comfortable with “I Should Care“ in C before moving elsewhere.

6
IV. VOICING 11TH CHORDS

In preparation for working on “Blue In Green”, let’s take a look at 11th chords. As has been
mentioned before, if a 9 note is the same as a 2 note, and a 13 note is the same as a 6 note, then
an 11 note must be the same as a four note. What makes an 11 different than a sus4 in a chordal
context? The difference is this: in a sus4, the 4 note replaces the 3 note, so that the chord has no 3rd
voiced. In an 11th chord, you voice both the 11th and the 3rd (obviously not on the same string). The
way that 11th chords are named is the same as the way that 9th and 13th chords are named — the
7th chord substructure gives the chord its name, with the presumption that if the 11th is altered in
any way, it will be described so, separately, as in D≤9≥11, which would indicate a D≤ dominant 9th
chord to which a sharp 11 has been added. 11th chords may, but do not always, include a 9th. Quite
often, an 11th chord may consist of root, 3rd, 5th(optional), 7th, and 11th. In many instances, the 11th
will be voiced by lowering the 5th. The table below offers the structures of the most commonly
encountered 11th and 9 11 chords. For all of the 11th chord types listed in the table below, you may
assume that the inclusion of a perfect 5th will work, provided you have a finger free to fret it, and the
essential voices, 3rd, 7th, and 11th, are already being played.

11th CHORD TABLE

Type Structure

major 3rd,
11 minor 7th,
perfect 11th
minor 3rd,
m11 minor 7th,
perfect 11th
major 3rd,
9≥11 minor 7th,
major 9th
augmented 11th
minor 3rd,
m9 11 minor 7th,
major 9th
perfect 11th
major 3rd,
…7≥11 major 7th,
augmented 11th

7
 The chord diagram below shows you a …7≥11 chord rooted on the sixth string, out of the E shape.
Note that the ≥11 was voiced by lowering the perfect 5th in a …7 chord by one half-step, since a ≥4
lives in the same place on the guitar as a ≤5. Note now, the 9≥11 chord diagram, rooted on the
6th string. It derives from the G shape. Using the …7≥11 and 9≥11 chord diagrams as templates,
diagram the other 11th and 9 11 chords rooted on the sixth string.

…7≥11, E shape 9≥11, G shape

root on 6th string root on 6th string

1fr. 1fr.

R x 7 3 ≥11 x R 3 ≤7 9 ≥11 x

11, E shape m11, E shape m9 11, G shape

root on 6th string root on 6th string root on 6th string

1fr. 1fr. 1fr.

R x ≤7 3 11 x R x ≤7 ≤3 11 x R ≤3 ≤7 9 11 x

Look now at the …7≥11 and 9≥11 chords rooted on the fifth string. They derive, respectively, from
the A shape and the C shape. Using their chord diagrams as a starting point, complete the remainder
of the blank grids.

…7≥11, A shape 9≥11, C shape

root on 5th string root on 5th string

1fr. 1f

x R ≥11 7 3 x x R 3 ≤7 9 ≥11

8
 11, A shape m11, A shape m9 11, C shape
root on 5th string root on 5th string root on 5th string

1fr. 1fr. 1fr.

x R 11 ≤7 3 x x R 11 ≤7 ≤3 x x R ≤3 ≤7 9 11

Using the …7≥11 out of the D shape as a template, fill out the chordal diagrams for the two other
11th chord types rooted on the fourth string.

…7≥11, D shape 11, D shape m11, D shape

root on 4th string root on 4th string root on 4th string

1fr. 1fr. 1fr.

x x R ≥11 7 3 x x R 11 ≤7 3 x x R 11 ≤7 ≤3

All right, having completed the various 11 and 9 11 chord diagrams, you’re ready now to move on
to “Blue In Green.”

9
 BLUE IN GREEN
Key of D minor Miles Davis, Bill Evans

( ) ( ) ( ) ( ) ( ) ( ) ( ) ( )
E D C B≤ A G F D

˙. œ ˙.
B≤…˜⁄⁄ A‡˜fi Dm· D≤· Cm· F‡¯·

&bc ˙ ˙ ˙ ˙ œ

( ) ( )( )( )( )( ) ( ) ( ) ( ) ( ) ( ) ( )
E D C≥ D F A C A G F C G≥
B≤…˜⁄⁄ A‡˜fi Dm6 9 E‡˜·

& b œ. j ˙. ˙.
œ #œ œ œ œ œ ˙. œ #œ

( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( )

fi B≤…˜⁄⁄
B A F C≥ E D C B≤ A
Am‡ Dm‡
˙. ˙. œ
A‡˜fi Dm6 9

& b n˙. œ #œ ˙. œ w

As you work through Miles Davis and Bill Evan’s beautiful tune, “Blue In Green,” you can use the
parentheses next to the melody notes in the lead sheet above to indicate what voice each melody
note is relative to the chord that it sounds against. The talkthrough of the melody version on the video
is very thorough and there’s no point in duplicating its explanation here. The same holds true for the
discussion of doing a chordal accompaniment for “Blue In Green.”

What are some other directions you could take “Blue In Green”? There are several ways to go
with it:

* You could come up with a melody version that voices the melody an octave lower;

* You could do a melody version that employed chords in inversion;

* With chordal accompaniment, the sky’s the limit. There is no end to the various possibilities you
could explore.

10
VI. CONCLUSION

We’ve come to the close of “Expanding Chordal Horizons.” I hope you’ve enjoyed working through
the material and the songs and that you’ve gotten some ideas and insights on how to use the
information we’ve been working with to add harmonic color and variety to the music you play.

I wish you the best of luck as you work towards that goal and encourage you to remain open and
curious with regard to the possibilities that the guitar affords a player for a myriad of striking and
beautiful musical sounds.

11