Jazz Guitar Essentials: Improvising Over ii-V-I Chord Changes

Any budding guitarist with an interest in playing jazz quickly hears about the fabled ii-V-I sequence. This humble three-chord progression is the foundation of most of jazz music, in the same way that the I-IV-V forms the basis of blues and rock.

But while beginner and intermediate guitarists can master blues improvisation relatively easily — the minor pentatonic scale works perfectly over all three chords — ii-V-I sequences present a tougher challenge.

Technically, it’s possible to use just one scale over the three chords: the Ionian (major) scale of the tonic chord. However, the major scale gives the absolute opposite of a jazzy feel to your solo licks and sounds rote and tired when played over tunes with multiple ii-V-I changes.

Improvising smoothly over ii-V-I lines is an essential skill for any guitarist playing jazz. There are plenty of ways to do it successfully, but to get a better idea for how to do it we first need to break down the structure of and theory behind the ii-V-I sequence.

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The ii-V-I chord progression appears in nearly all jazz standards; knowing how to solo over it is a critical skill for guitarists.

Understanding a ii-V-I Structure

The ii-V-I sequence is formed with three chords, each with their own tonality and sound. While the closely related (and more complex) minor ii-V-i sequence is also popular in jazz, this lesson focuses on understanding the major ii-V-I progression — make sure not to confuse the two!

The ii Chord

The “ii” chord in the ii-V-I series is minor, and is most often voiced as a minor seventh chord to add a bit of additional tension. While it can be altered in other ways to make it easier to fret or for better voice leading, it’s overwhelmingly presented as the standard minor seventh. In the key of C major, this means that the Dm chord, the “ii” chord in the key, becomes a Dm7.

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A few standard voicings for the ii chord in a C Major ii-V-I.

ii Chord Notes

  • Second chord in the key
  • Minor chord, often a m7
  • Can be altered to a m9 chord

The V Chord

The second chord in a ii-V-I, the “V” chord, is the dominant chord in the key. It’s most commonly a major chord, a dominant seventh chord (notated as a V7), or a ninth chord (written as a V9).

While the three options above are the most common, the V chord may also be presented as an altered chord. This is often notated as a “Valt” chord in the ii-Valt-I progression. There are many different chords contained under the “Valt” moniker — though it retains the same function in the harmonic progression as the standard V chord, a Valt has had one or more of its pitches changed by a half step to create a richer, more intriguing sound.

Some common alterations of the V chord are a V7b5 (lowering the fifth note by a half step), a V7b9 or V7#9 (lowering and raising the ninth, respectively), and a V+. Pronounced as a “five augmented chord,” this chord has the fifth raised by a half step. The V+ appears in jazz standards like “All the Things You Are.”

In some cases, the V chord may be substituted for another chord that has a different tonal color yet retains the same dominant functionality in the overall sequence.

One of the most common substitutions is the famous tritone substitution — changing the dominant chord for a chord one tritone (three whole steps) away. The two dominant chords share the same chord tones — the third and the flat seventh, respectively — but the order is flipped for a more interesting sound.

In the key of C major, a tritone substitution would exchange the dominant G7 chord for a Db7. Though the order is inverted, both chords share an F and a B note. the F is the flat seventh note in a G7 chord and the B is the third, while the B is the flat seventh note of a Db7 chord and the F is the third.

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Some common voicings for the V chord in a C major ii-V-I. The dominant pull of the V chord sets up a strong resolution to the tonic for the ii-V-I sequence.

V Chord Notes

  • Dominant chord, resolves to tonic (I)
  • Often altered to a V7, V9, V7b5, or V7#9
  • May be substituted for another functionally equivalent chord

The I Chord

The third chord in the sequence is the “I,” or tonic chord. Depending on the location of the ii-V-I in the overall form, this chord may take a number of different forms. The simple major I chord creates a strong feeling of finality and resolution — this is most often used at the end of a section, or to convey a return to the start of the tune.

If the ii-V-I occurs in the middle of a larger form, a major I chord would be too peaceful. In these cases, the I chord can be changed in a variety of ways to add more color and inject a bit of tension. One of the most common alterations is using a Imaj7 rather than the major chord; for example, this would be a Cmaj7 rather than a standard C chord in the key of C.

Other alterations, like the Imaj9, are slightly less common but still found in many ii-V-I progressions across different tunes. While the specific nature of the I chord won’t always impact the scales or arpeggios you use to solo, it will change the chord tones you need to emphasize in your lines over the chord.

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Some sample voicings of the I chord for a ii-V-I resolution. The I chord, otherwise referred to as the tonic, is found in stock chord progressions in nearly every genre.

I Chord Notes

  • Resolves the ii-V-I sequence
  • Can be changed to maj7 to delay resolution
  • Sometimes appears as altered maj9

How the ii-V-I is Used

Part of what makes the ii-V-I sequence so ubiquitous is its strong pull and eventual resolution to the tonic chord. The V-I resolution is one of the most common in western music; the dominant (V) chord creates an intense desire for the feeling of “home” and resolution that the tonic (I) chord provides.

To extend the chords beyond that ending, jazz music often features a series of ii-V-I sequences in different keys, one after the other. Because these chords are often played in rapid succession (check out John Coltrane’s seminal tune “Giant Steps” for a perfect example), the ii-V-I serves to highlight the tonality of the key; the key may change repeatedly, but the form isn’t truly “resolved” until it comes to rest on the tonic center of the original or “home” key.

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You only need to take away a couple essential concepts to get started with soloing over ii-V-I chord progressions.

Essential Concepts

The underlying theory behind the ii-V-I sequence is rich, but you only need to understand a couple basic concepts to begin soloing over the progression.

First, you must pay attention to the chord tones of each chord. As mentioned above, these tones are the third and the seventh; they give each chord its distinctive flavor beyond the comparatively bland root and fifth notes. Emphasizing the chord tones on downbeats in each measure will propel your improvisation through the ii-V-I sequence and highlight the character of each chord as you move between them.

Secondly, it’s essential to understand the art of voice leading as you attempt to play a ii-V-I sequence. Though there are dozens of different options and alterations you can choose for each chord, simply picking the coolest-sounding or most off-the-wall choice will lead to the harmonic equivalent of a hot mess.

Voice leading entails selecting the right chord voicings to create a smooth transition and continuous melodic shift between chords. The idea is, simply put, to lead the listener along with chromatic movement from one chord to the next. Generally, this means you should play chord voicings in similar positions on the neck to each other and try to neatly resolve upward or downward as the progression wraps up — don’t go up and then down if you can avoid it. For a more in-depth explanation on the art of voice leading, check out this video.

ii-V-I Concept Notes

  • Emphasize chord tones: third and seventh
  • Voice lead with chromatic movement
  • Preserve melody through chord playing

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Developing different methods of soloing over ii-V-I changes will help you improvise in any live situation.

Soloing Methods

There are a nearly unlimited number of ways to solo over a ii-V-I progression, but these three are some of the most common strategies. Together, they can create any feel in your solo lines, from a more traditional bluesy vibe or chord-focused sound to distinctive minor tones.

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Tab diagrams of both the minor pentatonic scale and the dominant pentatonic scale in C Major.

Pentatonic Soloing

The pentatonic scale may be more associated with blues and rock, but it also has its uses in jazz — especially over the ii-V-I.

Classic minor pentatonic scales can be used by new guitarists to outline each chord in a ii-V-I. This approach isn’t the most complex, and it won’t have the most “jazzy” sound out of all these options, but it is a great way for guitarists to get their feet wet soloing over ii-V-I sequences.

If you’re looking for a pentatonic scale that’s similarly easy to play yet has a bit more of a “jazz” feel, try a dominant seventh pentatonic scale. While the standard minor pentatonic contains a b7 note, the dominant seventh pentatonic lowers that b7 by a half step to make it a sixth.

While that little change may seem relatively inconsequential, when played the right way it can be used to outline and solo over the ii-V-I. Lowering the b7 note from the minor pentatonic of the ii chord (a Dm7, in the key of C major) turns that note into the third of the V chord (a G7 in C major). Using the dominant seventh pentatonic scale (a D7 pentatonic in the key of C major) can outline each of the chords in the ii-V cadence while still creating fluid, smooth transitions.

The struggle when using pentatonics to play jazz is avoiding the bluesy, bend-heavy style so commonly associated with rock. To avoid falling back into the “blues box,” try adding chromatic passing notes to the pentatonic, skipping strings, or playing octaves as you solo. Listening to professional jazz guitarists using the pentatonic is another great resource.

Pentatonic Soloing Notes

  • Minor pentatonic scale can be used
  • Dominant seventh pentatonic lowers b7 note
  • Avoid blues-style, bendy playing

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Arpeggios work best to outline chords in faster ii-V-I progressions and provide a jazzier feel than standard pentatonic or major scales. 


If you’re trying to solo over a tune with a lot of ii-V-I sequences or one with rapid chord changes, arpeggios can provide a more “jazzy” feeling while simplifying the structure for newer jazz players.

Classic major (1-3-5) arpeggios can do a fine job for creating solo lines and outlining chords, but they fail to lend much color or spice. Seventh arpeggios — particularly dominant seventh, major seventh, and minor seventh arpeggios — are much more unique and work over the entire ii-V-I progression.

Seventh Arpeggio
Tab diagrams of three common arpeggios to use over each chord of a sample ii-V-I sequence in C Major: D Minor Seventh, G Dominant Seventh, and C Major Seventh

The minor seventh arpeggio works best over the minor ii chord in the ii-V-I sequence. Use this to lead into the dominant seventh arpeggio of the V chord, and finally resolve to the major seventh arpeggio of the tonic (I) at the end of the pattern. In the key of C major, this would be a Dm7 arpeggio to a G7 arpeggio, resolving to a Cmaj7.

It’s important to find the arpeggios in the same position as each other, especially if you’re playing multiple ii-V-I sequences in quick succession. In our C major example from above, both the Dm7 and G7 arpeggios can begin on the D note at the tenth fret of the sixth string. The Cmaj7 arpeggio is nearby, with the root C note at the eighth fret of the same string.

Songs with quick ii-V-I changes also lend themselves well to using arpeggios — the compact nature of arpeggios and the ability to cross multiple strings quickly mean you can provide a full, detailed outline of the chord while only playing a couple notes. If necessary, you can also use arpeggios to create one distinct line over a ii-V-I, then transpose it for subsequent ii-V-I progressions in different keys.

Arpeggio Soloing Notes

  • Seventh arpeggios (major, minor, dominant) convey jazzy feel
  • Use to outline chords over fast ii-V-I sequences
  • Find arpeggios next to each other, even if they don’t all start on the root

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Modal soloing is the most distinctively “jazz” technique and works great when improvising over ii-V-I chord changes.

Modal Soloing

Modal soloing is a hallmark of jazz improvisation, especially over ii-V-I changes. While there are plenty of different modes jazz guitarists may use for these, the most popular are the modes of the major scale. Because each note of the major scale corresponds with a certain mode, it’s easy to find which modes work best over each chord of the ii-V-I.

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A two-octave D Dorian scale, starting from the root on the tenth fret.

Taking our earlier example of a ii-V-I in C Major, the Dorian mode (the second mode of the major scale) works perfectly over the minor ii chord (a Dm7). Dorian is one of the most common modes in general for minor improvisation, as its similarity to the natural minor scale (albeit with a major sixth) lends it a uniquely minor, bluesy sound while retaining some major-key sparkle.

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A two-octave G Mixolydian scale, starting from the root on the tenth fret of the fifth string.

For the V chord, we can look to the Mixolydian mode, the fifth mode of the major scale. Mixolydian contains a flatted seventh, which makes it a particularly attractive choice for soloing over dominant seventh chords like the V7 so commonly found in the ii-V-I sequence.

Mixolydian is closely related to the major scale and is often used to solo in rock music, which prominently features lots of dominant seventh chords. When using it over the V chord of a ii-V-I, be sure to emphasize that flatted seventh — it’s one of the chord tones of a V7 chord, and will create a feeling of melodic movement between the different chords in the ii-V-I.

C Ionian
A two-octave C Major scale, starting from the root on the eighth fret.

Finally, the classic Ionian mode (otherwise known as the major scale itself) corresponds with the first degree of the major scale. This mode works best over the I chord, the final resolution in a ii-V-I.

When soloing in the major scale, it’s especially important to watch that your solo lines don’t turn into simple scales played up and down — because nearly every guitarist practices the major scale in their warmups, many new improvisors get stuck in an overly diatonic, scale-like perception of the Ionian mode when soloing within it. Skip strings, play in octaves, and use triplets or repeated riffs to break out of that scale-y feeling.

Modal Soloing Notes

  • Use the corresponding mode for each chord
  • Emphasize the chord tones, especially for the V chord
  • Stay away from scale-like playing in the Ionian mode

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Practice ii-V-I solo lines you learn by ear to get them worked out under your fingers.

Finding ii-V-I Solo Lines

The scales and arpeggios discussed above provide you with a fantastic vocabulary for soloing over ii-V-I sequences. However, effective improvisation is much more than just knowing certain scales. Discovering and adapting different guitarists’ ii-V-I lines into your playing is the best way to develop your own voice as a soloist and spice up your improvisational ideas.

Listening to Songs

Jazz players since the beginning of the genre have discovered new solo lines by listening to other musicians play and adapting the work to suit their own style. As you begin working on your own soloing, listening to lots of jazz (particularly jazz guitar) is crucial.

Increasing your familiarity with the ii-V-I by listening to jazz will give you a better idea of what sounds good over ii-V-I sequences, and how the best players in jazz history have broken down the progression.

If you’re looking for songs to check out with lots of ii-V-I sequences, jazz standards are your best bet. Most standards contain one or more ii-V-I progressions, but some songs are nearly completely composed of ii-V-I changes. Listen especially to songs like “Stella by Starlight,” “Four on Six,” “Recorda Me,” “Full House,” and “Autumn Leaves.”

Creating Your Own Lines

Once you become more familiar with the ii-V-I structure, you’ll start to create your own solo lines naturally. To guide your creativity and improve the sound of your improvisation, remember to emphasize the chord tones, utilize proper voice leading technique, and connect multiple different scales and arpeggios smoothly.

ii-V-I Lines Notes

  • Listen to other players and adapt their lines to your own style
  • Find songs that contain lots of ii-V-I sequences
  • Highlight chord tones and voice lead when creating your own unique lines

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Learning to solo over ii-V-I progressions is one of the most important steps you can take to becoming a proficient jazz guitar player.


The ii-V-I sequence is in many ways the defining feature of jazz improvisation. Any aspiring jazz guitarist absolutely must know how to solo over these progressions without a second thought.

And even though the idea of using multiple scales to solo can seem daunting, there are plenty of ways for new and intermediate jazz guitarists to successfully create lines over a major ii-V-I. Whether you choose to use pentatonic scales, arpeggios, modal soloing, or some combination of the different methods, all it takes is some diligent practice and you’ll quickly find you have plenty of new lines under your fingers.

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Hollow-bodied guitars like this one are a staple among jazz guitarists.