I am pretty new to improvisation. So far I have improvised over a 2 5 1 change using the diatonic 7th chords and the underlying scale tones that fit in with that chord. I am playing on a guitar.

As a precursor I will state what concepts I understand in music theory so far:

  • Scales (Major, Minor(Melodic/Harmonic/Natural))
  • Chords
  • Diatonic Chords

I want to take it to a song, and I like the sound of "How Insensitive", here is the lead sheet I have:

How Insensitive

When I started, I thought that the key was C, because there was no key signature but someone told me it was actually in D natural minor. Is this common?

Next I wanted to see how these chords fit into that scale. For the D-9, I see that that's pretty much a diatonic seventh chord starting on the first note of the D natural minor scale, so I would improvise over it with that scale itself.

I checked it out the next chord, which is a C# diminished seventh, I know that C# isn't in D natural minor, but I do see that the melody is playing an A, so if I were to combine the notes of the C# diminished seventh and the A, we get A, C#, E, G, Bb ~ that is a A7 with a flat 9.

At this point I was unsure about how to find a scale that would work under this chord, because C# is not in D natural minor.

I thought about two other minor scales:

  • D Harmonic Minor: D,E,F,G,A,Bb,C#,D
  • D Melodic Minor: D,E,F,G,A,B,C#,D

The D Harmonic minor looks quite similar to the chord, but am I allowed to play this scale in the background? Doesn't that contradict with the fact that the song is in D natural minor?

I moved to the C minor 6th which is C, Eb, G, A. I see that the Eb is in this chord, but not in D natural minor, so again, I need to find some other way to see what I can play in the background of it.

Based on the D Harmonic or Melodic Minor, it still wouldn't work as neither contain the Eb. I'm quite confused on how I could figure out what I can improvise with here.

My two main question are:

  • Is there a process I can follow to determine what scale I can improvise with? Like with the C# diminished 7th It seems like the melody can help at times, but I'm not sure exactly
  • Can someone explain why lead sheets have non-diatonic chords, I'm confused because they might not have scale tones in them, especially like with the E7 near the end of the song.

Thanks for the help!

  • I think this is a very well thought-out and written question. Our regular visitors are too often hesitant to admit that a question is well written and effort has been put to writing it. +1 Commented Feb 14, 2021 at 11:23
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    You don't need a scale for every chord. You need to track the significant changes or modulations, and apply voice leading.
    – user50691
    Commented Feb 14, 2021 at 12:42
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    @ggcg Could you write a whole answer about your approach? If you start with a default scale and then track the significant changes, you end up with at least one possible scale for every chord, whether you need it or not. No? Commented Feb 14, 2021 at 15:16
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    What box? What I mean is, if you want to play something in the pitch range between explicated chord tones, how do you decide which notes to choose. Of course nobody forces you to play anything from any particular range. Does the OP have to ask about that specifically - how to select notes within this range? You are forcing yourself into the chord tones box. Why do you have to play chord tones? What sense does that make? If you want to play between chord tones. Is that a bad thing to want. What sense does it make not to write an answer if you have one. Commented Feb 14, 2021 at 15:27
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    Some thoughts to layer on top of what you get from the answers: (1) It's important that a solo be enjoyable to hear and communicates to your audience in complete sentences. It's not important whether it uses scale X or scale Y over a particular chord symbol on a lead sheet. (2) If you can be aware of the 3 and 7 of each chord and of how they move when the chord changes, it will help your solo to sound like it really is a solo on that song's changes. (3) Pros have "big ears," so they can avoid train wrecks while playing freely. You're a beginner, so just try to be compatible with the chords.
    – user9480
    Commented Feb 14, 2021 at 19:34

5 Answers 5


First of all: music is not "in a scale". When we say that it's "in D minor", it does not mean any particular scale, it means that the home note is D and its third is a minor third, i.e. F. And even those two notes can temporarily change during the song. "In D minor" means, when the harmony is at rest at home, then the bass is D and there's an F somewhere above it. That's ALL it means. When the harmony is NOT at home, i.e. at a resting, ending position where it could peacefully lie down and go to sleep, even the F can be F# or something. "In D minor" does NOT say any scale, not natural minor, not harmonic minor, not melodic minor, not Dorian, no single scale. No single scale. This song is full of chromatic alterations, which mean that whatever seven-note scale you initially select, you'll have to make changes to it along the way. Modal music is rigidly restricted to using only a single fixed scale for constructing intervals around the tonic, and the scale is that mode's scale. But How Insensitive is not modal, and the whole genre is like traditional jazz, where you have "changes" and chromatic alterations.

How to track the chromatic alterations

One way to handle non-diatonic changes is to try to see a seven-note scale that's chromatically altered by chords. Chord tones force the scale notes to move from their default positions. (But seven-note thinking is not the only possibility.)

Let's start from the beginning and see what kind of chromatic alterations there are. The song is written without a key signature because someone thought it's a good idea to do so for songs which have many chromatic alterations (I disagree - this is not some weird atonal chromatic nonsense, or something that modulates all over the place, in the end it's fairly comprehensible stuff in D minor), but you should hear trivially by listening to the song that D minor is a home chord. So, since the tune is in D minor, we assume the notes of the D minor natural scale as being a default reference pitch grid, to which we do the chromatic alterations.

  • First there's a Dm9 chord. It has a C note, meaning that the flat/natural/sharp switch on the C scale slot is in natural position. C is natural.
  • Then there's a C#dim7 chord. Now C is sharp! The C scale slot was chromatically altered and now C's flat/natural/sharp switch is in sharp position. (However, you can still play notes from the D minor pentatonic scale over it! But I digress)
  • Then there's a Cm6 chord. It has notes C, Eb, G, A. Two note name slots in the scale were chromatically altered! Now C is natural (again), and E is flat.
  • Now a G7/B chord. The bass note is chosen as B just to keep the bass line moving step by step (D - C# - C - B), but G7 has notes G, B, D, F. Now B is natural. But what about E, is it still flat? Try it! I think Eb sounds completely fake there so I conclude that the G major chord reset it back to E natural. (And how about C, is it natural or sharp? Both work fine, they just create a slightly different feeling)
  • Then a Bbmaj7 chord. Now, because it's called Bb, you can immediately tell that B is flat.
  • And so on.

Chromatic alterations on the fretboard

I'll attempt to visualize the seven-note scale alterations caused by chords on the guitar fretboard. We start from a default vanilla diatonic scale, natural minor as our reference grid. "6" is the minor-side home base, and "1" is the relative major-side's home base. The absolute position doesn't matter, this is all relative.

diatonic scale

Now comes the C#dim7 chord, which is a #5 dim7.

#5 dim7 imposed on the diatonic scale

We can think that the #5 note forces the note 5 to move up as if pulled by a magnet. You might recognize the result as having the same notes as the harmonic minor scale, and that would be true. But in my opinion it's not necessary to have a proper Scale Name for everything - this stuff comes and goes, scale positions move back and forth as commanded by the chord tones. And it's up to you, if you want to see a seven-note scale, or a diminished scale, or whatever. You throw in chords and notes in the harmonic soup, twisting the taste to your liking. Using a seven-note grid is just a commonly used tool for reasoning about what all these notes do.

Anyway. The magnets stay in place keeping the C pulled up while the C#dim7 chord is playing, but then another set of magnets show up, namely the Cm6 chord:

5 m6 imposed on the diatonic scale

The C note is released or pulled to the regular place by the chord's C note, but now the E note is pulled down i.e. made flat by the Eb note in the Cm6 chord. You might see that it looks like a Locrian scale on the "6" note, or Dorian on the "5", and why not. Mentioning mode names has a certain weirdness to it, because this is not a modal tune, and the chord is only played for two bars.

Tracking changes to a seven-note scale is not the only possible way to reason about harmony, but for me it's the most basic way of thinking. As an additional feature, you can think of stuffing extra notes somewhere, like for example playing both C and C#, or adding "blue notes" between scale notes. How you emphasize the extra notes, changes the harmonic feeling. Do the "colliding" notes sound simultaneously or do you use a magnet to move the scale position back and forth? Or you can see half-whole or whole-half diminished scales there. Any perspective is equally valid, as long as it enables you to operate. In the end, harmony is the sum of its parts.

Is there a process I can follow to determine what scale I can improvise with? Like with the C# diminished 7th

Above I tried to outline such a process. About diminished sevenths, there are several ways to see the role of diminished seventh chords: (1) dominants, and (2) something else like modified minor chords or just some chromatic in-between form on the way to another chord. Using them as dominants is more common IMO.

This means that when you see a chord like A7, you can see it as C#dim7 (or Gdim7 or Bbdim7/A#dim7 or Edim7). And the other way around - when you see a dim7 chord, you can see it as a dominant chord for something. In the beginning of How Insensitive there's a C#dim7 chord, and if we interpret it as a dominant, the most obvious choice in this song is A7, which is Dm's dominant chord. Try to replace C#dim7 with A7/C# - it's almost exactly the same.

Another way to see this is to imagine a half-whole diminished scale over a dim7 or a dominant chord (which can be thought of as being equivalent, see above).

So, over the C#dim7 chord, you can overlay for example

  • D natural minor scale with C# (which creates a D harmonic minor scale)
  • C# whole-half diminished scale (or A half-whole diminished scale). Which by the way do not have our home note D!

It seems like the melody can help at times

Consider the melody as a part of the harmony. For example if there's a written Dm chord, but the melody plays a strong B note, it forms a Dm6 chord.

Can someone explain why lead sheets have non-diatonic chords

Non-diatonic chords mean that there are chromatic alterations. (An individual non-diatonic note can be either a strong chord tone or a weak passing tone, and passing tones don't necessarily have to make changes to your harmony scale) Chromatic alterations are such an elementary basic 101 thing in tonal music that every music student should be introduced to the concept on day 1. But for some inexplicable reason, they aren't, and then we have people who cannot understand even the simplest for-dummies polka song harmony. Music is not in a scale. You have an expected note-probability scale in your head, and the music you hear makes changes to the probabilities. There is a switch on the scale slots in your mind: flat / natural / sharp. And when you hear notes, they move the switches to different positions. Now C is natural. Now C is sharp. Now C is natural again. Now I'm not sure but either could work. Now I hear both natural and sharp, and it feels bluesy. Music is not in a scale.

I'm confused because they might not have scale tones in them,

Music is not in a scale. An expectation of a scale is in your mind, and music makes changes to it. Surprise! Not the note you expected? This chromatic alteration of notes creates a specific sensation which makes the music interesting in a particular way. In modal music, the chromatic alterations are permanently locked to fixed positions. For example in C Lydian, you have C as your home base and the white notes of the piano around it, except the F slot is permanently superglued to F# position.

especially like with the E7 near the end of the song.

E7 - A7 - Dm is one of the most basic things to do harmonically in songs in D minor. During the E7 chord, G is sharpened, and during the A7 chord, C is sharpened. The E7 chord is called "secondary dominant".

One more thing. You can play D minor pentatonic or D minor blues over the whole song! This is because the song is composed in such a way that even though there are chromatic alterations, it always revolves around D minor. This is an important thing to know, and it works both ways. The song and the accompaniment (backing track) could play a fixed Dm chord or something Dm pentatonic-ish, and you as a soloist could overlay a complete harmonic progression with chromatic alterations over it. Basically, if the backing track is playing Dm, you can solo How Insensitive over it! Melody and chords.

The different kinds of scales you could see over How Insensitive:

  • (1) Five-note scale (pentatonic)
  • (2) Seven-note scale, starting with diatonic and following the song's changes, making the proper chromatic alterations along the way
  • (3) Seven-note scales according to what you WANT to do and what the backing chords allow you to do, for example the jazz minor i.e. D-E-F-G-A-B-C# fits over some chords, but not all.
  • (4) Eight-note scales, i.e. diminished scales, over the dominant chords

Or, my own favourite: concentrate on chords and let the scale question solve itself automatically. If you know that the notes of A7 and Dm must fit, find those. If you know there's an Eb maj9 chord, find those notes, and who cares about scales. Chords rule, scales obey! Why care so much about scales, because they totally obey chords. If you play an Eb chord there, the E slot in the scale is left no options, it must drop flat on its belly. If you can command chords, you automatically control scales as a side-effect.

The different harmonic styles of jazz soloing

If I sum up the different strategies to use in different backing/comping + soloist situations:

  • Style 1: the tune has changes, and the soloist follows the changes and their chromatic alterations and makes sure that her actions are compatible. This is the traditional jazz way. Everybody has lots of things to keep track of. Comping has to follow harmonic changes, and the soloist has to follow harmonic changes and take into account the restrictions the changes impose on how she can twist the harmony. Air Traffic Control State of Mind! Lots of moving objects in the air that must not collide.
  • Style 2: the tune has changes, but the soloist plays safe pentatonic notes around the tonic only and DOES NOT (HAVE TO) TRACK the tune's changes and their chromatic alterations. This is the blues/rock way. The soloist only has to react if the tune modulates so radically that the pentatonic around the tonic doesn't fit anymore.
  • Style 3: the tune does not have changes or chromatic alterations. The soloist is free to do whatever she likes. Play safe pentatonic, or stick to the same scale as the tune has, or invent her own changes and chromatic alterations, maybe "go outside" and play pentatonic or harmony-outlining lines from other keys. Or anything. Complete freedom for the soloist. This is the modal jazz way. It's like style 2 but with the roles reversed and the whole situation turned upside-down. The tune is stripped of "changes", and comping plays a harmonically static groove, in order to set the soloist totally free.
  • Style 4 could be a variant of style 3: the tune is modal, but the comping plays such thick and dense harmony that it in practice restricts the soloist's freedom. This can be a desired situation, or not. Had the comping played something harmonically simpler, it would have left more space for the soloist.
  • (For completeness, I have to add that it's possible to go outside even on traditional non-modal tunes that have changes, two-five-ones and all that. IMO, playing outside means that the soloist builds a competing harmonic context which diverges from that of the backing instruments and the listener's expectations. The listener starts to recognize a different "drawing" being superimposed on top of the backing music. An extreme example of such soloing could be George Garzone's Triadic Chromatic Approach, which constantly moves the perspective around without letting the context settle down at all.)

Styles 1 and 2 are applicable to How Insensitive, because the tune has changes. You either follow the changes or play pentatonic. Styles 3 and 4 are not applicable, because How Insensitive is not a modal song.

There. I think I did a damn good job at explaining how to find sets of notes over jazz changes. That means that I probably explained it only to myself and nobody else has any clue what I'm rambling about.

  • @Tim Thanks! It's very hard to know what if anything I managed to communicate. Even the up/down votes, maybe someone just had a good feeling for an inexplicable reason. It would be best to be able to play together and have musical interaction. Commented Feb 14, 2021 at 12:43
  • Believe me - votes, especially dvs are fickle, and as I say many times, carry no weight without a comment to support them. I don't understand the last sentence, though.
    – Tim
    Commented Feb 14, 2021 at 12:47
  • Oh, about musical interactions. Yes, that's how you can really check how others understood things. You can talk about modes and someone says they understand, but when they start playing you might feel that the tonic is in the wrong place, so ... did they understand or is it a matter of too little practice. Or can we really feel about the tonic so differently. Commented Feb 14, 2021 at 12:56
  • Not rambling at all! I learned a ton. I'm definitely going to keep the "every note has a chromatic switch (flat/natural/sharp) idea, it seems to be cool. And thank you for shattering my idea that the song had use the scale that the key is in. I'll be using this answer as a reference in the future as well. Commented Feb 14, 2021 at 16:19
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    @jdjazz Thanks for the comments on dim7 chords, I knew there had to be more because a dim7 is completely symmetric. I dodge the "chromatic passing chord" idea even though I play those sometimes, because I don't have any alternative harmonic perspective or interpretation to it. It's like harmonic passing chords like Am7 - G#m7 - Gm7 - very clear and easy to reproduce, but what does the G#m7 do. Calling it "just chromatic" means I haven't yet figured out anything better than that. For the Cdim7 - C ending, to me that sounds like Jailhouse Rock in C: B - C... in disguise. Commented Feb 14, 2021 at 17:49

Is there a process I can follow to determine what scale I can improvise with? Like with the C# diminished 7th It seems like the melody can help at times, but I'm not sure exactly.

As a general rule, as long as you incorporate the notes in a particular chord, you can use any other notes you wish as passing tones. Taking the initial D-9 chord as an example, given the chord alone, you could play a scale from A to C using either Bb and or B to "pass" from one note to the next. However, since this specific melody has a Bb, you would likely choose Bb.

Note, for example, in the sixth measure, the melody itself uses both B and Bb to pass from C to A within a C-6 chord. Improvising, you could do the same.

Can someone explain why lead sheets have non-diatonic chords, I'm confused because they might not have scale tones in them, especially like with the E7 near the end of the song.

The use of non-diatonic chords is common across a huge range of music -- not just jazz and not just those written as lead sheets. Non-diatonic chords can add color and interest and/or can indicate a temporary change of key/scale. We say a piece of music is in the "key of X" as an overall description, but the piece need not stay in that key exclusively.

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    Hi Aaron, thank you for that information, very helpful. I want to take your ideas right into a concrete example, can you let me know if I applied it correctly? (Next comment I make) Commented Feb 14, 2021 at 7:14
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    The E7b9: E Ab D F, I chose the passing tones G & C from the D natural minor scale, so I will improvise with E G A Bb C D E F (D natural minor starting on the note E). The Bdim7: B C# E G, I chose the passing notes D & F as they are used in the melody after this bar and are in D natural minor, together they form B C# D E F G A (D melodic minor starting on the note B). The Ebmaj7 chord is not diatonic, it has the notes Eb G Bb C# which complements the melody which is playing a G. I can't quite explain the C#, but could it be there for color/interest? Commented Feb 14, 2021 at 7:16
  • @cuppajoeman The best answer I can give is that you're over-thinking things. Or maybe better to say that you're being too rigid. Go ahead and try improvising with those pitches and find out how they sound. With that said, the pitches you suggest will give you good starting points.
    – Aaron
    Commented Feb 14, 2021 at 10:58
  • @cuppajoeman Regarding the Ebmaj7: there is no C# in that chord. It's Eb G Bb D.
    – Aaron
    Commented Feb 14, 2021 at 11:00

Truly, the best approach is to analyze the solo(s) on a famous recordings of the song. This is a practical approach that will save you time and keep you moving forward in your understanding of scales, chords, and songs. It is also the fastest way to arrive at the information you seek.

Fight the urge--which is common among beginner jazz musicians--to analyze theory in a vacuum. Theory is like grammar: it tells you how to understand and organize the sentences you hear. It doesn't teach you how to speak.

By transcribing/analyzing a famous solo, you'll simultaneously (a) learn some strong scale choices and (b) see how they are applied in-context. That is, you aren't just getting names of scales--you're also getting:

  • examples of how to use the scales to resolve from one chord to the next
  • shared scale tones that you can emphasize
  • how to phrase your ideas
  • how to expand a motif from the melody
  • voice leading and chromatic movement
  • how to allude to the tonic even when playing a non-diatonic chord
  • how to emphasize chord tones that aren't in the key center

But what about guiding logical principles like choose the scale that minimizes the differences from the previous scale or choose the scale with the most matching tones with the key center? With time, you'll eschew those sorts of guiding principles, and instead, you'll pick scales based on the possibilities they create. In other words, the sorts of techniques/ideas I've listed above (and the doors they open) will become the criteria you use to determine which scale you want to improvise with. That's a freer melodic approach which is guided by context and ideas rather than by strict logical principles.

For a guitarist on How Insensitive, I recommend checking out Wes Montgomery for a simpler but beautiful solo and Pat Metheny (if you want more complex).

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    Here are common scale choices for How Insensitive (measure by measure): | D Aeolian | % | C# whole-half diminished | % | C Dorian | % | G Mixolydian | % | Bb Ionian | % | Eb Lydian | % | E Locrian ♮2 | A Altered | D Aeolian | Db Lydian Dominant | C Dorian | % | B whole-half diminished | % | Bb Ionian | E Locrian ♮2 A Altered | D Aeolian | Db Lydian Dominant | C Dorian | F Mixolydian | B Locrian ♮2 | E Altered | Bb Lydian | A Altered | D Aeolian | % |. I've bolded every 4 bars & italicized scales where a range of different choices are common.
    – jdjazz
    Commented Feb 14, 2021 at 17:37

As already mentioned - but to underline - no piece is 'in a scale' - ever! A scale is simply a man-made article which lists all of a certain set of notes in ascending/descending order.

Insensitive is fairly and squarely in key Dm - which opens up the set of notes to include D E F G A B♭ B C and C♯. Actually all can be and are used in pieces in key Dm. Leaving only E♭, F♯ and G♯ as notes not included. Having said that, he manages at least all of them somewhere in the melody! If he can, why can't you?

It, like so many jazz (and other) pieces, moves about, not adhering rigidly to the 'diatonic' notes (as listed), and uses what Jobim needed to write the song. So having your Dm hat on while extemporising won't help - much.

If you're struggling, I suggest you go through the changes very slowly. A lot of the chords stay for 2 bars anyway, which helps. A start might be to concentrate on chord tones, which straightawaay gives you options of 3, 4 and sometimes 5 notes for the main ones. Even a straight arpeggio will suffice in parts, and the passing notes, since you're working really slowly, will be in between, and your ear should decide whether a B or a B♭ sounds better in a particular bar.

The usual tricks - chromatic approaches, enclosures, etc., will all come out to play while each change occurs. But stop thinking it as a scales exercise. It could work in parts, but that approach will trip you up at some point.


If you have your scales and arpeggios mostly under your fingers in most positions just noodle along to a backing track and listen intently without thinking or evaluating. You’ll hit some clams but the more you do it the better your ears will get and the freer you’re playing will become. There are a few “avoid” notes for every chord but even those are chromatic neighbors of chord tones and extensions. No wrong notes, just notes you don’t want to land on, but when you do, you can just slide up or down a fret and you’re hitting a “good” note.

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