Active Melody

Learn to play blues guitar.

  • Log In
  • Weekly Lessons
  • Take The Tour
  • Forum
  • Hear From Our Members
  • Membership Sign Up

MicroLesson: 106 – A quick guide to improvising over chord changes. Guitar improvising made easy!

Description

In this MicroLesson (ML106), you’ll learn how to improvise a lead over the chord changes, while targeting those chord tones to create a more melodic sounding lead. I’ll show you an easy way to visualize the whole process by first seeing the chords, then playing through the arpeggios, then layering in the major scale.

Free Guitar Lesson

Slow Walkthrough

Only available to premium members.
Register for premium access

Video Tablature Breakdown

Only available to premium members.
Register for premium access
Curious about the benefits of
Premium Membership?
Try it for FREE!
arrow_downYou need to be logged in as a premium member to access the tab, MP3 jam tracks, and other assets. Learn More

Add to "My Favorites"

You need to login or register to bookmark/favorite this content.

Comments

  1. slopace says

    February 7, 2025 at 6:53 pm

    Another great lesson Brian. The hardest part for me playing over chord changes vs playing in the key of the song is having to concentrate on two different things, the chord being played and the notes your playing. Especially if it’s a song you’re not really familiar with. You absolutely have to know what chords are being played to improvise this way. Hope that makes since.

    Log in to Reply
    • Philip D says

      February 13, 2025 at 11:00 am

      This was a wonderful explanation of using Arpeggios within the CAGE system and doing all your work within 4 to 5 frets. I think after practicing this, it will pump up my abilities on guitar. Thanks!

      Log in to Reply
      • Todd B says

        February 15, 2025 at 2:51 pm

        4th to 7th frets

        Log in to Reply
    • Jerry T says

      February 13, 2025 at 12:11 pm

      Not a big fan of your micro lesson been with you for over 3 years

      Log in to Reply
      • Todd B says

        February 15, 2025 at 2:52 pm

        Can you elaborate?

        Log in to Reply
  2. JohnStrat says

    February 7, 2025 at 6:54 pm

    Thi is a very useful lesson and exercise Brian.
    great job
    JohnStrat

    Log in to Reply
  3. Michael Allen says

    February 7, 2025 at 7:05 pm

    Sounds great and just my speed! I can really benefit from learning this. Thanks Brian

    Log in to Reply
  4. Bill says

    February 7, 2025 at 7:48 pm

    I d been working on this a lot lately. Nice lesson Brian!

    Log in to Reply
  5. Michael L says

    February 7, 2025 at 7:51 pm

    Hi Brian, this is an excellent lesson. I went through this exact exercise about a year ago and it opened up a whole world of music for me. This “C” position, and well as the other CAGED shapes approached in the same manner really does open up the fretboard, and for me, a lot of creativity. I appreciate your lessons, Sir!

    Log in to Reply
  6. kennard r says

    February 7, 2025 at 8:25 pm

    Makes perfect sense watching. Playing the concept will take the rest of this week though. I like it. Great lesson!

    Log in to Reply
  7. Torquil O says

    February 7, 2025 at 9:21 pm

    This takes some awareness of the chord progression (in my head); fluidity with those scale patterns and target practice with the key tones. I’ll be rubbing my tummy and patting my head with this one for awhile.😎

    Log in to Reply
  8. John I says

    February 8, 2025 at 1:16 am

    A very helpful demo to practice/play/learn those arpeggios until they become second nature muscle memory. And know them by ear as well. Bravo!

    Log in to Reply
  9. Thierry says

    February 8, 2025 at 2:02 am

    Thanks Brian for yet another great lesson. Love the topic and your clear explanations. Got my guitar’s exercises cut out for the week!

    Log in to Reply
  10. Georg B says

    February 8, 2025 at 4:02 am

    Hello Brian,
    A groundbreaking lesson. You couldn’t have structured it better. Being able to understand where the notes lie in the chords by playing the arpeggios is gradually leading me more and more to learning to “read” the fretboard. I’m really motivated to get these three shapes under my fingers now.
    MicroLesson 106 is a great help. Thank you very much.
    Georg
    PS
    And what you’re playing sounds just so pretty.

    Log in to Reply
  11. Malcolm D says

    February 8, 2025 at 4:08 am

    A great structured approach to improvisation and to develop an individual style and sound.

    Much appreciated Brian. 🙂

    Log in to Reply
  12. Ralph P. says

    February 8, 2025 at 7:05 am

    Playing the changes…a topic near and dear to my heart. You encapsulated the “mechanics” of it so well, and it really helps that you kept it in one “neighborhood” to keep it from being overwhelming. Being able to play over changes really makes you sound like you know what your doing.

    Ralph

    Log in to Reply
  13. Daniel H says

    February 8, 2025 at 9:38 am

    Brian, I understand landing/targeting the 1, 3, or 5th intervals since this the major chord formula. But what about the 7 if you are playing something other than the blues? Should we focus on Major arpeggios or is ok to generously apply dominant 7 arpeggios? I guess what I am asking is will using a dominant 7 arpeggio in this technique force you into the blues or can you make that work even when you are trying to create a happy major sound?

    Log in to Reply
    • Brian says

      February 8, 2025 at 9:57 pm

      Yes, you could target that flat 7 for each chord to blues it up a bit

      Log in to Reply
  14. Peter R says

    February 8, 2025 at 10:54 am

    I love these micro lessons, less overwhelming for me, and easier to digest. Nevertheless challenging enough as it requires a level of fluency I still lack.

    Log in to Reply
  15. Raymond P says

    February 8, 2025 at 12:03 pm

    A great lesson. I got some really great ideas from you on how to incorporate the 1 4 5 chords with arpeggios. Very helpful. Thanks Brain.

    Log in to Reply
  16. Robert R says

    February 8, 2025 at 12:32 pm

    Your lesson played on your resonator guitar, resonates with me!

    Log in to Reply
  17. Donald S says

    February 8, 2025 at 12:43 pm

    Thanks Brian I will definitely work on this one!!

    Log in to Reply
  18. ron D says

    February 8, 2025 at 12:54 pm

    It seems so simple and yet so powerful.

    Log in to Reply
  19. San Luis Rey says

    February 8, 2025 at 2:10 pm

    Great explanation Brian! Nothing micro about the amount of useful info here. 👌

    Log in to Reply
  20. Jim M says

    February 8, 2025 at 3:32 pm

    This lesson is packed with practical information to develop melodic improvisations.

    Log in to Reply
  21. Ray V says

    February 8, 2025 at 5:13 pm

    For years I have been practicing arpeggios in all the CAGED patterns going up and down the scale.. Now I am going to try practicing them 1st to 4th to 5th.

    Log in to Reply
  22. Charles W says

    February 8, 2025 at 6:13 pm

    Very useful and a clear explanation – at least the basic part – the arpeggios over the chord changes. BUT, when you start adding the scale and the harmonies and the chromatic steps, while that’s not super complicated to understand, translating all of that to the fret board and blending those into the arpeggios to make “music” is a big leap – no longer a micro lesson but much more!!!

    Log in to Reply
  23. David E says

    February 9, 2025 at 4:45 am

    A really useful lesson. Love these micro lessons because they help me to connect with simple ideas when improvising (or trying to at least!). Thanks Brian.

    Log in to Reply
  24. Kevin G says

    February 9, 2025 at 11:00 am

    Hi Brian. This is a great lesson – very helpful. I especially like the “simple” way to play the Mixolydian scale using the C shape. Would you be able to put together a similar lesson for minor chords? My brother and I play a lot of Em blues and I would love to impress him with some cool, new stuff.

    Log in to Reply
  25. Julie M says

    February 9, 2025 at 5:53 pm

    Can we rock it up a bit? So much country and bluegrass.

    Log in to Reply
  26. Lars S says

    February 9, 2025 at 10:59 pm

    Love the practice routine. Helps me a lot to draw a picture of the arpeggios, and the scale(s). Im a practical one who like to understand theory.

    Log in to Reply
  27. Wil W says

    February 10, 2025 at 5:19 am

    Brian another great micro-lesson. I can focus on one item. First I started playing the E-major scale over an E-chord drone, then the same E- major over an A-chord drone to hear the Lydian mode (#4 = 7 in the E-major). Next the E-major over a B7-chord drone to hear the mixolydian mode clearly (b7 = 4 in the E-major). After this exercise I started with ML 106 and after some practice I thought I know it by hard and I started playing without looking at the pdf file. I noticed I didn’t remember it well, but what I was playing sounded real good. Now I know I am on the right track , because I don’t have to imitate you or other great guitar players, which I probably can’t achieve. I only have to play my own music, and use licks which other great players, like you, have explained or licks I have “invented” (I know other people have certainly invented them before me, but for me they are new)
    So thanks for enlightening me.

    Log in to Reply
  28. Aj M says

    February 10, 2025 at 1:03 pm

    Brian
    Thanks for locating the missing link in my understanding/approach to practicing

    Log in to Reply
  29. David A says

    February 10, 2025 at 2:43 pm

    Good one. I really like the micro lessons

    Log in to Reply
  30. ian m says

    February 10, 2025 at 3:55 pm

    Thanks Brian – a helpful lesson for connecting the dots i.e., notes 🙂

    Log in to Reply
  31. Victor says

    February 10, 2025 at 9:25 pm

    What a great lesson. This is just what I needed to hear and learn at this point. Thank you! What an eye, and ear, opener. Applying this in different places on the neck is some pretty cool stuff.

    Log in to Reply
  32. Dick S says

    February 10, 2025 at 11:19 pm

    Brian,
    Great lesson. I like the way you used the major scale to connect the arpeggios.

    Best,
    Dick

    Log in to Reply
  33. Greg H says

    February 11, 2025 at 7:25 am

    Loving the micro lessons. Condensed but still very technical. Shining like a National guitar… 🎶 😉

    Thanks Brian.

    Log in to Reply
  34. Tim Moran says

    February 11, 2025 at 5:44 pm

    I love this concept – I could spend several months working with this to get it in my brain. I kind of wish you had included the tab for the arpeggio patterns, though, to make it easier for folks like me with limited brain bandwidth to look at as we practice…

    Log in to Reply
  35. Calvin W says

    February 11, 2025 at 7:14 pm

    Thanks Brian, great Lesson. Something I really want to work on!

    Log in to Reply
  36. Anthony I says

    February 12, 2025 at 7:54 am

    If you can play the E major scale over any of those chords why use the arpeggios. I’m assuming the arpeggios contain extra notes not found in the scale. Correct?

    Log in to Reply
    • Michael L says

      February 19, 2025 at 11:24 am

      The arpeggios are just the chord tones, and all of those tones are in the E major scale, so nothing added by the arpeggios.
      You could play the E major scale over all the chords, yet using the arpeggios very directly outlines the chord and generally sounds much more melodic than scale “wandering”. Even if you don’t play the arpeggio directly, knowing where those notes are allows you to target them at the end of a phrase, again emphasizing the chord.

      The best way to understand this is to play around with it on your guitar. Play the arpeggios, then play the major scale and see how all the arpeggio notes fall within the scale. Get familiar with the arpeggios so you can “see” the I IV V chords on the fretboard. Play a phrase with the major scale that lands on a tone from the I chord. Do the same ending on a tone from the IV chord, or the V chord. Your ear will “understand” the chord changes based on those targeted chord tones.

      Log in to Reply
  37. Lynne R says

    February 12, 2025 at 10:38 am

    What a fantastic lesson!! When I first watched it I thought that it was beyond my skill level. But it only took about an hour before I could easily improvise over a 1 4 5 progression combining the arpeggios, the Emaj scale, chromatic notes and harmonies.All of the many previous lessons related to playing over chord shapes just fell into place. A giant step forward in my journey. You are one great teacher Brian! Thank you

    Log in to Reply
  38. Mark W says

    February 12, 2025 at 10:40 am

    Great lesson, is there a tab page for the E A B. arpeggios…thanks Mark

    Log in to Reply
  39. Patrick J. G says

    February 12, 2025 at 2:40 pm

    Great lesson. Trying to make myself see the chords as I play. It’s my “study practice”. Other times I just wanna play. Question Brian, I can play along with the tabs but really can’t remember the practice tune without them. Any tips or advice? Thanks.

    Log in to Reply
  40. Robbie M says

    February 13, 2025 at 2:18 am

    So I had a huge, huge, huge breakthrough with this beautiful, short lesson. Why? Here’s why:
    I learned/remembered the I-IV-V chord location in a minimal area of the neck.
    I learned to arpeggiate through them.
    I learned to sprinkle my transition between them with the major scale
    I learned some embellishments associated with those chords when they happen in those shapes.
    I became dangerous.
    I picked some of my old favorite songs that happened to have an I-IV-V progression. (It wasn’t hard to find them.)
    adapted the key. And I had an OMG moment. I am freaking soloing/improvising and it sounds pretty good.
    That’s what a great lesson can do for your average dummy. makes him feel less dumb.
    Thank you.

    Log in to Reply
  41. Danny S says

    February 13, 2025 at 8:11 am

    Great lesson. I appreciate the consistent approach you apply in each lesson, it reinforces what I have learned from other lessons. Gradually, your instruction is taking root and I am gaining more tools to apply in my playing which makes playing guitar even more enjoyable. Thank you!

    Log in to Reply
  42. Rick C says

    February 13, 2025 at 12:47 pm

    Thank you Brian. Another great lesson.

    Log in to Reply
  43. Greg W says

    February 13, 2025 at 4:08 pm

    This is a tough one with so many notes to remember.

    Log in to Reply
  44. Todd Y says

    February 13, 2025 at 5:37 pm

    Great lesson. Tabs for the arpeggios and major scale would have been nice.

    Log in to Reply
  45. Mark Leeds UK says

    February 14, 2025 at 4:28 am

    Lovely little lesson – starting to see those patterns between caged, arpeggios, major scale. Not yet delved into modes but this is a gentle introduction- cheers

    Log in to Reply
  46. Robert G says

    February 15, 2025 at 6:57 am

    Hi, Brian,
    Thanks! This lesson explains a lot in a really short time. I’m definately going to work on some simple 1-4-5 tunes to grasp this!

    Log in to Reply
  47. Todd B says

    February 15, 2025 at 2:55 pm

    For a while I was working on playing arpeggios with the chord changes. I moved on to other things, but this is the perfect way to see if it stuck. Nice ML Brian

    Log in to Reply
  48. Charles D says

    February 15, 2025 at 9:40 pm

    Like a lot lessons like these 👍

    Log in to Reply
  49. John D says

    February 16, 2025 at 6:38 am

    Simply the best! Thank you Brian – you have transformed my playing and enjoyment of the guitar.

    Log in to Reply
  50. Ralf P says

    February 17, 2025 at 10:57 am

    Loved this micro lesson. Just the right amount of theory, practice, and music to get my head around it. I like the full lessons as well, but sometimes they feel like a lot for one week. I find myself working on them for a couple weeks, or just taking more digestible chunks. Micro lessons will make that easier. Maybe they could build on each other in a mini series? I think the danger in the micro lesson could be “why or how to use it?” But you nailed that in this one.

    Log in to Reply
  51. Alan M says

    February 20, 2025 at 8:40 am

    You have an earlier lesson, way back I think, that showed the same idea of staying in the major scale of the I chord but starting it on the note of the chord that is happening at the time. That was very useful for me, as is this lesson. But I can’t recall which lesson that was. Can you spot that one and let us know (should be easy, there are on,y 600 of them :-).

    And, does trick hat work for all the chords in the key?

    Log in to Reply
  52. Alan M says

    February 20, 2025 at 8:43 am

    Sorry, typo:
    Does that trick (of switching into a mode of the scale of the I chord) work for all the chords in the key?

    Log in to Reply
  53. Ofer R says

    February 25, 2025 at 10:21 pm

    A micro-lesson that would keep me busy for 2 months!
    Excellent work! Thanks!

    Log in to Reply
  54. bluesbird says

    February 26, 2025 at 10:24 pm

    The “Dueling Banjos” melody works nicely with this lesson.

    Log in to Reply
  55. Mark G says

    March 4, 2025 at 1:16 pm

    I find that this is the most difficult skill to learn but you have some great tips here.

    Log in to Reply
  56. Jere R says

    March 5, 2025 at 3:13 pm

    Great lesson as usual Brian. I know the 5 boxes, major and minor however I get confused when for instance you say “major penta pattern 4” Is it the same fingering as minor pattern 4 or is it the same as minor pattern 5?
    Thanks
    Jere

    Log in to Reply
  57. Rob N says

    April 5, 2025 at 7:26 am

    Loved this lesson.

    I know it’s only a Micro lesson but a sheet showing the chord shapes, the arpeggios and the ‘C’ shape major scale to practice with would be really helpful. I have scribbled out my own and this might be even more valuable an excercise than having it handed to me on a plate? A bit confused but just a suggestion.

    Log in to Reply

Leave a Reply Cancel reply

Don’t have an ActiveMelody account? Sign Up.

Links

  • Blog
  • Resources
  • About
  • Contact
  • FAQ
  • Refunds & Cancellations
  • Sitemap

Recent Lessons

Use chords to guide your lead and show you where to find harmonies – Guitar Lesson – EP623

Blues lead over a jam track with STOPS! – Fill the space when the band stops – Guitar Lesson – EP622

Play an entire Blues lead in 1 position of the fretboard (E shape from CAGED) Guitar Lesson EP621

Contact

For all support questions email: support@activemelody.com
For all other inquires email: brian@activemelody.com
  • Facebook
  • Twitter
  • YouTube

© 2025 · Active Melody. All Rights Reserved. | Privacy Policy | Terms of Use

Free Weekly Guitar Lessons

Enter your email address below to have the weekly guitar lesson delivered to your email address. I take privacy very seriously and will not share your email address.

  • This field is for validation purposes and should be left unchanged.

Active MelodyLogo Header Menu
  • Weekly Lessons
  • Take The Tour
  • Forum
  • Hear From Our Members
  • Membership Sign Up
  • Log In

Insert/edit link

Enter the destination URL

Or link to existing content

    No search term specified. Showing recent items. Search or use up and down arrow keys to select an item.