Chops: Intermediate
Theory: Intermediate
Lesson Overview:
• Generate altered sounds using basic triads.
• Learn how to target key chord tones in a blues progression.
• Create triplet-based lines that outline the changes.


Click here to download a printable PDF of this lesson's notation.

Larry Carlton’s nearly 50-year career is impressive by any measure. His genre-hopping solo albums, multiple Grammy Awards, and incredible influence as a session musician has solidified his place as an all-time great. Just listen to his work with everyone from Steely Dan to Joni Mitchell for a lesson on tone and taste.

The California native is a product of a time that predates the infinite access to lesson videos and online teaching we’ve come to take for granted. Carlton picked up the guitar in the mid 1950s, when the solidbody electric was relatively new and instructional material scarce. He went on to take some classical lessons, but he ultimately opted to become a well-balanced player with stylistic awareness, attentiveness to tone, and strong sight-reading ability.

Those skills naturally led Carlton to a career as a session player, and he became one of the most recorded guitarists of the ’70s and ’80s, appearing on tracks by everyone from Michael Jackson to the Partridge Family. In 1978 Carlton made his solo debut, and since then he has released over 30 albums and set the world ablaze with his instantly recognizable and influential sound.

In this lesson we’ll look at 10 of Carlton’s signature licks over a blues in A. Obviously, Carlton’s musical scope is more diverse than this, but there’s no better introduction to his playing than the blues.

Ex. 1 is reminiscent of B.B. King’s lines, using just notes from the A major pentatonic (A–B–C#–E–F#) scale around the 10th fret. Fret the root with the first finger on the 2nd string. Pay attention to the rhythm, too. There’s space to let the phrase breathe and its repetition will grab the listener’s ear.

Click here for Ex. 1

Played at the 5th position, Ex. 2 begins with the b3 sliding to the 3 and works towards a sweet bend from the 6 to the b7. Carlton doesn’t really think in terms of scales, but here you can see bits of the minor and major pentatonic scales mixed with some Mixolydian colors.

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We’re using the A major pentatonic again for the start of Ex. 3. This could be seen as a question, and to answer it we slide up to the 9th fret and play some country-inspired sixths before ending with the 6 to b7 bend from the previous example. Thirds and sixths provide a way to weave some classical or pop melodies into otherwise predictable pentatonic phrasing.

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We summon some of Carlton’s double-time lines for Ex. 4. It might not be something that Carlton uses on his latest album, but if you listen to Last Nite or Strikes Twice you’ll definitely hear a flashier side to his sound. It’s exactly what you might expect from a scene that would spawn players like Frank Gambale.

The first half of the phrase incorporates a few B.B. bends before hitting a big octave leap to the 17th fret. In the second half of the phrase, 16th-notes make an appearance when we insert some simple chromatic passing tones into A Mixolydian (A–B–C#–D–E–F#–G). Here’s the important concept: Always be aware of the chord that comes next. No matter how fast the notes fly by, we need to know that the IV chord (D7) is coming up, and therefore we land on the F#, the 3 of D7.

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With a slick little blues phrase around the 12th fret, Ex. 5 features another move from A7 to D7 that uses shades of both A minor and major pentatonic. When it gets to the D, our perspective changes and we play some D Mixolydian (D–E–F#–G–A–B–C) with an added bit of spice from the b5 (Ab). Outlining chords like this is a big part of playing the blues, and an even bigger part of getting to grips with Carlton’s sound, as his music is often full of wonderful chord changes.

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We reverse the roles in Ex. 6, this time moving from the IV chord (D7) back to the I chord (A7). Beginning with D7, we use the D Mixolydian scale, while never losing sight of the notes in the chord. To get back to our A7, we jump up to the 12th fret for a series of descending sixths. This harmonic attention to detail may seem alien now, but the more you stick to it, the more you’ll hear these ideas in your head when you’re soloing. And this means you’re not far away from playing them.

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Ex. 7 traverses the chordal movement towards the end of the blues. We begin by moving up through the A major pentatonic scale, and then descend with a blend of an A major triad and the blues scale. The triplet pulse really grabs your attention before the line resolves down to the minor pentatonic scale.

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Let’s stick with the same chord progression, but move to 5th position for Ex. 8. We’re using some simple chromatic passing tones, but making sure that we land on the root of E7 and D7 as they hit. It’s a rudimentary way of playing over changes, but still an essential step in learning to do it properly. It doesn’t sound bad either—it will keep you in a cool, authentic ’60s blues-rock setting.

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One concept that’s closely associated with Carlton is the idea of superimposing triads, which is sometimes called “chord over chord” improvisation. The basic principle is that you’d use a simple triad to imply more advanced sounds—usually over a dominant chord. The story goes that as a young kid, Larry was really into jazz and he knew his chords and arpeggios, but not so much the advanced scales.

While Carlton was staring at an A13b9 chord, he noticed that it looks like an F# triad played over an A7. He realized that even if you don’t know advanced scales, you can simply play an F# triad over A7, and it will sound like an A13b9 chord—and he was right. In the fourth measure, we create a little bit of jazzy tension that resolves to the D7 in the following measure.

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Ex. 10 blends the older arpeggio approach Carlton was fond of with his more modern triad-based concept. It starts with exactly the same idea as Ex. 9, but we descend down the half-whole diminished scale. This definitely serves the desired purpose of creating and resolving tension when we land on the root of our D7 chord.

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Finally, we have a six-chorus version of our backing track to help you try out some of these ideas. As usual, you’re going to want to listen to as much of Carlton’s material as you can. The best way to start absorbing a player’s sound is to have a good idea of what they might play in any given setting.