The Rhythm Changes of Doom

Have You Met Mr Jones? When I said we’re going to play Fall, that wasn’t what I meant… And put a shirt on Indy, it’s not that kind of gig…

Someone who has been following my bebop stuff has asked for help in overcoming his fear of Rhythm changes. So I’ll give it a go.

Getting a grip on Rhythm changes is a bit like crossing a high bridge (it is known as a bit of a “rite of passage”). When you’re on this side, it’s terrifying – the harmony is rushing past really fast and it’s easy to lose your footing and fall. When you’re on the other side, you think – what a lovely bridge and the view is fantastic. The walking part is straightforward – you could do 30 yards in a straight line without thinking about it, but when you’re 30 yards up… You need to lose your fear of heights, and that’s all about learning to trust yourself. I’ll try to talk you across the bridge.


Incidentally, if you ever get lost on Rhythm listen for the bridge.

Rhythm has lots of variations, but we’ll start with the basics. It’s best thought of in chunks:

A: Turnaround, Turnaround, Up to IV, Turnaround
A: Turnaround, Turnaround, Up to IV, I-V-I
A: Turnaround, Turnaround, Up to IV, I-V-I

It’s basically just about everything that can be done in a single major key. Consider the harmonic structure along with the lyrics and it’s almost philosophical…

Copyright Gary Larson/Farside. I love this, and I hope the lawyers won't demand I take it down.

Clue’s in the lyrics – get the basics right. (c) Gary Larson/Farside

When you’re starting out you may regard it as ridiculous, confusing, too fast, old-fashioned or just boring. But when you can play Rhythm changes in a given key, you will KNOW that key. That’s why the hard nuts in the past used it to test each other out and why the hard nuts in the classroom still batter students with it.

Now, I do hope you can manage a turnaround (by which I mean a I-VI-II-V). If you don’t do it already, you honestly should start practising by looping endlessly round turnarounds. It really is very efficient (and musical) practice.

The B section is just a double-length twist on the same thing, but with each chord altered to dominants – III-VI-II-V.

That’s about 75% of the tune taken care of, right? What problems are we left with?

  • The Up to IV bit
  • The I-V-I bit
  • Not losing your place
  • Sheer, terrifying, damned velocity!

So let’s do the sensible thing when practising and focus on the difficult or unfamiliar bits. Good general note for practising, btw:

Don’t enjoy yourself doing what you can,
frustrate yourself doing what you can’t.


Two basic variations here:

  1. I I7/III IV #IVo
  2. II V I IV [but temporarily in the IV of the key]

or in the commonest key of Bb:

  1. Bb Bb7/D Eb Eo
  2. Fm7 Bb7 Eb Ab7

This is the weakest point for most people. The first variation is the more traditional (and the one people nowadays seem to have least familiarity with).

Which to use? Well, the only answer is: either, both, doesn’t matter and … depends on how you feel and what the rest of the band is playing. Spend some time practising and getting to know both. In fact, loop the Up to IV then Turnaround bit to really focus on the weak point in context.


Then spend some time looping round the Up to IV bit and the I-V-I bit. A lot of learners these days are fine on II-V-I but can’t make much out of I-V-I… You could practise the I-V-I bit on its own, but it helps to do it in context, give yourself a bit of a run-up at it and take the opportunity to work on two things at the same time.

Here’s a pleasant surprise – that’s it. Now you’ve got Rhythm. If you focus on hitting the I-V-I bit when you’re playing round the form, you’ll automatically solve the problem of not losing your place. You’ll be constantly putting down a marker as to where you are.

That’s very important. In my experience, people mostly get lost on Rhythm because they don’t make a habit of nailing that final I-V-I bit. End a phrase there – resolve to the I chord!


There are all sorts of variations that are used – Rhythm is a bit like the Blues that way. But you have to know what you’re varying before you vary it. So work on the basics first:

Bird Millman, late of Ringling Bros, showing off.

Bird Millman, late of Ringling Bros, showing off. You’re a lightweight, Indy – who even needs a bridge when you’ve got a rope?

|| Bb G7b9 | Cm7 F7 | Bb G7b9 | Cm7 F7 |
| Bb Bb7/D | Eb Eo | Bb G7b9 | Cm7 F7 ||
| Bb G7b9 | Cm7 F7 | Bb G7b9 | Cm7 F7 |
| Bb Bb7/D | Eb Eo | Bb F7 | Bb ||
|| D7 | % | G7 | % |
| C7 | % | F7 | % ||
|| Bb G7b7 | Cm7 F7 | Bb G7b7 | Cm7 F7 |
| Bb Bb7/D | Eb Eo | Bb F7 | Bb ||

|| Bb G7b9 | Cm7 F7 | Dm7 G7b9 | Cm7 F7 |
| Fm7 Bb7 | Eb Ab7 | Bb G7b9 | Cm7 F7 ||
|| Bb G7b9 | Cm7 F7 | Dm7 G7b9 | Cm7 F7 |
| Fm7 Bb7 | Eb Ab7 || Bb F7 | Bb ||
|| Am7 | D7 | Dm7 | G7 |
| Gm7 | C7 | Cm7 | F7 ||
|| Bb G7b9 | Cm7 F7 | Dm7 G7b9 | Cm7 F7 |
| Fm7 Bb7 | Eb Ab7 | Bb F7 | Bb ||

Honestly, if you can play round those two versions, you’re giggable. Then you have the alternatives to look forward to – and there are a lot of them. The Aebersold Rhythm Changes volume has a pretty comprehensive list. But get the basics right first, then you can build in variations here and there. Get comfortable on that rope bridge first, then worry about tapdancing or unicycling across it!


Of course jazzers tend to rip through Rhythm at an unholy pace. Once you’ve got the structure totally clear in your head, in big friendly two-bar chunks (or even larger chunks), alternate practising at a comfortable pace with just trying to survive at knicker-wetting speed. After all, the stabilisers have to come off the bicycle some time. If you never practise fast, how can you expect to play fast?


As I said, you should actually be able to cope on Rhythm in any key if you understand the harmony in the way I’ve suggested. But aside from the bog-standard Bb, you definitely also need – at a minimum – C, F and Eb. Here’s a true story.

A guy got up at my jam recently and called a Bud Powell tune called Wail. We house band muppets vaguely know it and recall that it’s Rhythm changes. So he kicks us all off. But he’s neglected to clarify that it’s Rhythm in Eb. The in head sounds… interesting. Then we hit the solos and by this time everyone’s noticed that something’s amiss. The soloist adjusts and starts blowing in Bb, but the band also adjusts – in the other direction. So we quickly settle on Bb. After a further bit of miscommunication prior to the out head, out of deference to the soloist who has to play a tricky bebop head, the band switches into Eb. Lo and behold the clever bugger starts playing the head in Bb…

We all had a good laugh about it afterwards – in fact, a couple of us were laughing during. Now if there’s a moral to this tale at all, I suppose it’s that you have be aware of pitfalls – but then you can’t really be aware of them until you’ve fallen in once! Thankfully, unlike the situation on a rickety rope bridge, cocking up on Rhythm changes isn’t fatal.

PS I’ve just remembered a workshop with Loose Tuber Eddie Parker teaching Rhythm changes as a super-slow ballad. That’s worth some thought.

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Posted in a) Soloing Scales & Modes, b) Harmony & Comping

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