Chops: Intermediate
Theory: Intermediate
Lesson Overview:
• Develop a better sense of melody by using arpeggios.
• Create tension-filled lines with the diminished scale.
• Improve your understanding of the fretboard by connecting triads.

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

Trey Anastasio is easily my biggest influence as a guitarist. Throughout a career that has spanned 30-plus years, Trey and his band Phish have touched upon a mind-boggling number of genres and blended them into a unique sound. Not only that, but today I’m a huge fan of many styles of music because I heard Phish explore them when I was a teenager.

Admittedly, before Phish came along I thought jazz was lame. But now, I love it. Phish wore the disguise of a carefree rock band, but they were the ones to introduce me to a lot of the harmonic, melodic, and improvisational characteristics that made jazz one of the great art forms of the last century. It was as if they were shoving spoonfuls of extra-healthy kale down my gullet while convincing me it was actually ice cream.

Trey is probably best known for his exploratory flights over a one- or two-chord vamp, but in this lesson we’ll look at how he navigates changes. What does he do when more than one scale or arpeggio is needed? Some guitarists might think the improvisational techniques we’re about to examine are only relevant to jazz, but they would be wrong. Many rock tracks are prime examples of a soloist playing over changes, and there are plenty of these moments in Phish’s music.

We’ll look at a few instances where Trey handles this beautifully, and then trace some of his vocabulary back to legendary jazz guitarists. Think of it as using Phish songs as a lab where we can experiment with different scales, arpeggios, and chord voicings.

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In the second set on 7/3/14, Phish morphed from “Bathtub Gin” into one of the better versions of “Limb by Limb” from the band’s 2014 Summer Tour. Trey leads the jam starting at 3:21 before leaving the tune unfinished and heading into “Winterqueen.”

Let’s start by taking a look at Phish’s classic tune “Limb by Limb.” For the majority of the jam section in this song, Trey solos over a simple F Mixolydian (F–G–A–Bb–C–D–Eb) vamp in a lilting 12/8 time signature. But for me, the highlight of this jam occurs during the outro of the solo, when Trey continues to blow over the chorus chord progression. This progression consists of a measure of Db, a measure of Eb, and two measures of F. The latter two chords are still technically diatonic to F Mixolydian, but the Db is actually borrowed from F natural minor (F–G–Ab–Bb–C–Db–Eb), which means F Mixolydian won’t work over the Db.

There are a few solutions for tackling this progression. One approach would be to simply use F natural minor (the F minor pentatonic or blues scale could work, too) over Db and Eb, and then shift to Mixolydian for F. However, Trey usually prefers to outline changes with arpeggios. In Ex. 1, you can see how he might use triad arpeggios to seamlessly move from one chord to the next. He takes the shapes and breaks them up into creative, melodic ideas. Also, he doesn’t restrict himself to using only notes in the arpeggios, but will include other notes from the scales as well. There’s sage advice in those licks. Don’t just play guitar. Play music!

Click here for Ex. 1

Let’s move on to another Phish classic, “Stash.” This song’s jam almost always goes off the rails into insane places that don’t end up having much to do with the progression. It does, however, almost always start here, and the studio version pretty much sticks to it all the way through. I highly recommend checking out the version from A Live One. It’s a great example of a band working together, playing off one another, and a guitarist breaking rules and using his imagination to create some exhilarating tension and release. This is as true as improvisation gets in my opinion, and because a guitar lesson like this can’t begin to summarize the interplay, it’s best to simply listen and enjoy.

“Stash” has a simple progression in D minor. If you wanted to, you’d be totally fine playing D harmonic minor (D–E–F–G–A–Bb–C#) or D minor pentatonic (D–F–G–A–C) over the whole thing. What I find really cool, though, is the ominous Bb7 in the second measure. This chord is almost diatonic to the scale, except for its b7, which is Ab. This note is super cool because in the key of D minor, it's the b5, which sounds very creepy and distinctive. When soloing over this progression, I really enjoy including that note in my lines—or even ending phrases on it. It yields some really cool melodic motion, and you can create some dramatic, tension-building lines by taking advantage of it.

Another trick you can use over this progression—or anytime you’re playing in a harmonic minor situation—is making use of a diminished 7th arpeggio (1–b3–b5–bb7). (The bb7 is the same note as the 6; we’re simply giving it a different name to follow chord-building convention.) This arpeggio is a symmetrical shape since each note is the exact same distance from its neighbors. As you can see in the diagram below, this arpeggio consists of just two notes on every string, which are always three frets, or a minor third apart. You simply move up one fret every time you start a new string (move up two frets when moving from the 3rd string to that pesky 2nd string).

For our purposes (Ex. 2), the diminished arpeggio works best when you start it a half-step below the root, which in this case is D. All the notes in the arpeggio are diatonic to D harmonic minor, but still create some cool tension. If you just jam to this progression and get a feel for it, your ears will be a great judge of when that arpeggio will sound great and when it won’t be stable enough. To put it into Star Wars terms, turn off your X-Wing’s targeting computer and just use the Force.

Click here for Ex. 2

Now let’s take this “Stash” progression and use it to practice some other approaches. A huge part of the beauty of Phish’s music lies in its versatility, so as guitarists we can take advantage of that and use these Phish tunes as a vehicle to practice other things. For this next example (Ex. 3), let’s take “Stash” and use it to develop some chord soloing ideas in the style of Wes Montgomery. If any of you aren’t acquainted with Wes, check out this video below. He was an absolute master of using chord voicings to create a huge sound in his solos that would emulate a big band horn section. Also, note that he exclusively plucked strings with his thumb, a technique that gave him a unique, über warm and full tone.

I’m taking some ideas and chord voicings that, to me, are reminiscent of Wes’s style, and applying them to the “Stash” changes. All of these chords occur on the top four strings, and most of them are different inversions of 7th chords.

In the first measure, I’m playing a bunch of different D minor variations. This is a really cool little box where you can find a lot of neat voicings for minor-key comping and even soloing. I then insert chromatic notes to connect the previous D minor portion to what I want to play for the Bb6, which is a pretty common chordal lick that’s a great fill to use over a dominant chord.

Next, I go up the neck through a couple of different inversions of Em7b5, using a few single notes to connect the voicings and give it some melodic flow. Then, I play two different A7 voicings, the second of which I add a b13 tension to give it a little more flavor, and then I end the passage on a Dm6/9 to make it a little hipper.

Click here for Ex. 3

For our last example, we’ll be looking at “Foam.” This song may qualify as one of the weirdest songs in Phish’s entire catalog, which is why it’s one of my favorites. This example has more changes than the other ones in this lesson. In fact, the form that Trey solos over is actually a peculiar 17 measures long, though we’ll only be examining a portion of it.

At first glance, the chords in Ex. 4 might seem totally unrelated, but take a closer look. First, many of the chords are inverted, which means that a chord tone other than the root note is the lowest note in the chord. So when you see A/C# that means you’re playing an A major triad, but putting the 3 (C#) in the bass. Now take a look at each chord and the bass note being played for each. The chord progression’s bass notes ascend chromatically through the entire form. (Later in the progression the direction reverses and the bass notes descend chromatically.) This is extremely smart harmony, and it features some really creative voice-leading to keep that chromatic thread running through the whole progression.

So how the hell do we solo over it? Well first, let’s take a look at how Trey would do it. It’s his tune, after all. Just like in “Limb by Limb,” Trey often relies heavily on triad arpeggios to navigate through these changes. The only difference this time is that there’s a lot more of them. In this example, Trey starts off by outlining the C major and A major chords using their respective arpeggios, although he adds one or two other scale tones as well. He then includes a touch of chromaticism to get down to a chord tone for the G major that occurs in the next measure. After that, he employs a really cool approach that’s very useful for guitarists, which is known as “pivoting.” In this approach, Trey picks one note in each measure, and uses it as a point from which to pivot to other notes in the scale or arpeggio. He starts with the lowest note, and then plays other notes on top of it, always alternating every other note back to the lowest one.

Click here for Ex. 4

Now let’s pull the jazz card one more time, and use “Foam” as a guinea pig. For Ex. 5, I’ll be referencing my favorite jazz guitarist of all time, the great Django Reinhardt. Instrumental music can often lack a human element and be difficult to relate to, but the beauty of Django is that when he plays, you can practically feel what he’s saying to you and what he was feeling while he was playing without anybody saying a word. To me, that’s the highest level of self-expression in music.

Django employed countless scales, arpeggios, rhythms, and chord voicings in his playing, but I’m going to pick one concept and apply it to this example. This approach is somewhat similar to the pivoting idea I mentioned before, but this one can be traced back not only to plenty of jazz music, but lots of classical music as well. This is known as using “enclosures.”

Check out the link below to get an idea of Django’s playing. His solo begins at about 00:49, and he comes out of the gates full tilt, playing a burning (sorry, that’s such a jazz dweeb word) line that totally consists of enclosures.

So what’s an enclosure? Well, to use them, we’re going to need those triad arpeggios we’ve been talking so much about. Let’s take that first C major in “Foam.” We won’t play our C note just yet, but rather simply keep it in mind for a second. That’ll be what’s known as our target note. First, play the D note that’s the next note up in the scale from C. Next, play whatever note is a half-step below ourtarget note. In this case it’s a B. So what we’re doing is enclosing that C note with whatever two notes are on either side of it. Now that we’ve enclosed the C, do the same exact thing to the other notes in the C major arpeggio. Keep going up the second octave as far as you can until you reach the 1st string.

In Ex. 5, I begin by playing a C major enclosure pattern in a triplet rhythm, and I end the phrase by moving the last C to a C# to adjust for the A major chord that’s in the next measure. If you listen, there’s a bunch of other variations on those enclosures in the example, too, where I include some Django-esque 16th-note ornamentations to keep the enclosures from sounding too repetitive. The cool thing with these enclosures is that there are so many variations you can come up with, and you can cultivate a huge vocabulary from this one idea. Just let your imagination go wild, and have some patience and work ethic to let those ideas come to life.

Click here for Ex. 5

As with anything you’re practicing, you have to work persistently with these concepts to master them. Playing over changes is not an easy skill to develop, but it doesn’t mean it can’t be fun. Whenever there’s a progression you don’t feel comfortable soloing over, start by slowly arpeggiating the entire progression using a steady stream of eighth-notes, always playing along to a metronome set at a realistic tempo. And take advantage of the internet! Search for arpeggios, look up all the inversions, and get in the shed until you have those tools at your disposal.

To wrap up, I can’t stress enough that this lesson is in no way meant to encapsulate everything about Trey’s playing in a couple of paragraphs. I don’t think that would be possible. The real heavy stuff, the stuff I don’t think I could explain in a lesson, is his fearless improvisational abilities, and his willingness to break rules and play whatever he wants as only he can. For me, the biggest inspiration from Trey’s playing, and the aspect that makes him one of the most important guitar players of his time, is that no matter what he does, he sounds completely original and always like himself. I’ve even heard stories of him throwing out all his Pat Metheny albums after someone told him he played like Metheny. I don’t know if that story is true, but regardless, his unique playing speaks for itself.