“Can we talk about outside playing?”

One of my guitar students asked me this recently. This shouldn’t have surprised me, because for quite a while the student had been working so hard at playing inside. For example, if he was improvising over a tune and the sheet music indicated an Am7b5 in the third measure, he was able to outline that chord in a really musical way. He had developed his ears and technique to a level where he could “make the changes,” as jazzers say, whether playing jazz, blues, rock, or other styles. As anyone who’s done the woodshedding knows, this is no small achievement. There are so many rules to heed, so many formulas to memorize, so many fingering patterns to get down pat. My student had done all of this. Then, one day, he was hungry for something different.

As I’ve been teaching for 25 years or so, I’ve had more than a few students reach this point in their development. Dishearteningly, when such players start to seek information on how to play outside from online resources, in books, and from some teachers, they’re likely to encounter thesaurus-like approaches. To play outside over Dm7, these are the 12 scales you can use. To play outside over A7, these are the 17 arpeggios you can use. Does anyone really improvise like that? Possibly so, but I sure don’t. In my own experience as a teacher—and as a lifelong student myself—I’ve come to believe that the path to outside playing is not merely rote memorization of exotic scales or arpeggios. It has more to do with actually hearing, and then playing, sounds that are beyond listeners’ expectations.

With that in mind, I’d like to show you my approach to outside playing, both as a performer and in my teaching practice. It’s based on a handful of easily understood principles, all of which are derived from one big-picture concept: Outside is inside. (Or, less succinctly put: Outside one thing is inside something else.) What I mean is that when we want to play notes beyond the prescribed harmonic structure of any song, we’ve still got to be thinking inside some other structure—an alternate harmony, or melodic motif, or rhythmic motif. Wherever you’re at in your own development as an improviser, I think you’ll be able to understand the principles presented here and apply them in your own musical escapades.

Start with Triads
The first principle is this: Play from triad shapes, not 6-string scale patterns. For instance, if we’re going to improvise over an Am chord, we can use a simple Am triad (A–C–E) as our starting point, as opposed to the commonly employed A minor pentatonic scale (A–C–D–E–G) or A natural minor scale (A–B–C–D–E–F–G). Why would we bother with such a small shape when we could easily grab two octaves of scalar material? Good question! The answer is twofold. First of all, scales are finite. If we choose to play, say, A minor pentatonic, that obliges us to using only the five notes of that particular scale. We’re setting tight boundaries, when the whole point of outside playing is to be free from such restraints. Secondly, when we use common two-octave scale fingerings, it’s easy to rely on muscle memory rather than actually appreciating the quality of each individual note.

When we start with just three notes, it’s much easier to hear what’s going on. Improvising over four measures of A minor, using just the notes of our Am triad, we might play something like Ex. 1. Play this example a few times, then improvise your own four-measure phrases at the same tempo (142 bpm), using only these three notes. Be certain that you can really hear each of the notes you’re playing. If you can’t, try taking the tempo down a few notches and practicing awhile at the slower pace.

Click here for Ex. 1

Once you’re comfortable improvising this way, it’s time to step outside. We’ll do that by allowing access to the notes that are a half- or whole-step above or below each of our triadic tones. (These nearby notes are sometimes called “neighbor tones.”) Ex. 2 was improvised using such neighbor tones. You can analyze the non-triadic tones–G#, G, F, Eb, and Bb (7, b7, b6, b5, and b9, respectively), but harmonic specificity isn’t the point here. What we’re after is introducing some non-triadic sounds that we can hear in relation to the triadic tones. Ex. 3 is another variation, using the same concept. Once you get the hang of these lines, improvise your own at the same tempo. Next, you may want to try different phrase lengths and different tempos. There are Am triad shapes in various inversions all over the fretboard, so take time to explore those too.

Click here for Ex. 2

Click here for Ex. 3

There are many other chord qualities as well. Be sure to practice all of the common sonorities. For major-type chords (A, A6, Amaj7) or dominant-type chords (A7, A9, A7b9, and so on), use A major triads. For minor-type chords (Am, Am7, Am11, and the like), use A minor triads. For diminished and half-diminished chords (Adim7, Am7b5), use A diminished triads. (I’ve kept everything rooted on A here for simplicity’s sake. You’ll need to practice in all of the major and minor keys, not just A.) If you want to craft melodies that have a wider melodic span, pick two triads in different areas of the fretboard and practice playing phrases that bridge the two positions.

Rhythm Rules
Did you happen to notice that the first three examples are all built upon the same rhythmic structure? If so, you’ve already caught a glimpse of our second principle: Rhythm can be the driving force behind melodic invention. This may be obvious to some, but it’s an easily overlooked idea. Too many tenderfoot improvisers jam simply by choosing a scale position and roving around within that box. While this won’t lead to playing any so-called wrong notes, it’s not likely to lead to many musically right-on choices either, because the convenience of familiar fingerings is prioritized over essential musical elements, such as rhythm and melody.

For a moment, let’s think solely about rhythm, without regard to the melodic or harmonic implications. We’ll start with the opening riff to Radiohead’s “Airbag,” which, I hope, is familiar to you. The rhythm is simple and repetitive. That’s just fine for our purposes here. If we were to superimpose a D major tonality and decide to work from a 1st-inversion D major triad in 2nd position (on strings 4, 3, and 2), we might improvise something like Ex. 4.

Click here for Ex. 4

Now, what if we were to improvise on the same rhythmic structure and completely eliminate any harmonic context? To lend a bit of shape to the chaos, let’s keep it all in one area of the fretboard, say, 7th position. That might lead to something like Ex. 5. When we open our scope to include all possible notes on the fretboard, it’s easy to feel overwhelmed, which may inhibit the flow of our creative juices—the exact opposite of our intention. Claiming a specific parcel of the fretboard for this exercise can help us stay on task. A particular position is an easy framework to impose when improvising. Focusing on just one string is another kind of limitation that can spark some fresh melodic substance, as illustrated in Ex. 6 (played entirely on the 3rd string).

Click here for Ex. 5

Click here for Ex. 6

Note that Ex. 4 is clearly tonal, with the key of D major being outlined by the melody, while Examples 5 and 6 have no central tonality. Outside playing is not always as black-and-white as this. At any given moment, we may choose to play mostly inside, taking just a few adventurous sidesteps. Or we may embrace total musical pandemonium. Or we may decide to live anywhere along the continuum between these two polarities. As you practice playing outside, be sure to explore varying degrees of relative outness.

Motif Manipulation
Once you’ve got the hang of using a single rhythm to generate multiple melodic possibilities, our next principle should be relatively easy for you to grasp because it’s closely related: Strong melodic motifs are malleable and moveable. Take, for instance, the well-known phrase that opens Mozart’s “Eine kleine Nachtmusik” (Ex. 7). It starts with a two-measure melody outlining a G major chord (the I chord, as this piece is in the key of G major), followed by a melodic variation that outlines D7 (the V7 chord in this key). Mozart’s melody is so ingeniously simple and strong that we can liberate it from its diatonic lockup without sacrificing the intrinsic charm.

Click here for Ex. 7

The chord suggested in measures three and four of Ex. 8 could be analyzed as F#m6 (or, perhaps D#m7b5). That particular harmony wasn’t premeditated, it was simply where my ears spontaneously led my fingers as I skirted Mozart’s original, but it never hurts to do some analysis after the fact. (Especially if the improv pleases your ears.)

Click here for Ex. 8

In one final variation (Ex. 9), the implied harmony (two measures of I, two measures of V7) is the same as in Mozart’s original. The difference here is solely rhythmic. Notice how the phrase in measures three and four swings in a totally different way—yet is still recognizable as a natural extension of measures one and two. How much can you tweak the rhythm of a phrase before it loses its character? There’s only one way to find out: Start tweaking and keep listening.

Click here for Ex. 9

Alternate Chords
Though suggested harmonies can happen extemporaneously, there are times when we’ll intentionally superimpose some different harmonic colors over whatever chords are inherent to the music at hand. This is the idea behind our final principle: Playing inside alternate chords will sound outside to everyone but you. Let’s say we’re improvising over a bluesy E7 vamp. Playing totally inside, we might do something like Ex. 10.

Click here for Ex. 10

If we want to stray a little bit outside of the E7 zone, C7 would be an interesting choice (Ex. 11). It’s got one note (E) absolutely in common with E7. C7’s 5th degree (G) is a piquant b3 (or #9) against the E7, while the C7’s b7 degree (Bb) is E7’s blues-approved b5. The root of C7 is harder to justify against E7 (it would be the b6), but overall C7 has enough overlap with E7 to make it an accessible choice.

Click here for Ex. 11

If we want to wander a little further from home base, we might play Ex. 12. There’s a bunch of implied harmony here. In the first two measures, we’ve got Bbm7–Eb7–Abmaj7 (IIm–V7–I in the key of Ab). What helps connect this remote key to E7 is the emphasis of the note Ab, the enharmonic equivalent of G#, E7’s 3rd degree, which begins and ends the phrase in measures 1 and 2. In measures three and four, the implied G and C chords both share common tones with E7. There’s no formula to memorize here. Just bear in mind that common tones can be helpful gateways between inside and outside sounds. (The chords notated in Examples 11 and 12 aren’t meant to be played. They’re the chords I was thinking about while improvising over E7.)

Click here for Ex. 12

Before wrapping up this lesson, let’s review the four principles we’ve explored here:

  • Play from triad shapes, not 6-string scale patterns.
  • Rhythm can be the driving force behind melodic invention.
  • Strong melodic motifs are malleable and moveable.
  • Playing inside alternate chords will sound outside to everyone but you.

These aren’t the only ways to take your playing outside, but the principles are simple and effective, and can be suited to just about any style. Remember, one of our goals throughout this lesson has been to really hear every note we’re playing, regardless of how inside or outside it may be.

One final thought to leave you with: If you really want to play outside, you’ve got to attune your ears to such sounds. Listen, lots and lots, to players who routinely bend the conventional rules of music. You’ll have to find your own favorites, of course. Among mine are Nels Cline, Marc Ribot, Mary Halvorson, Jeff Parker, and Noël Akchoté. How these guitarists developed their unique musical sensibilities is likely different from how I’ve refined mine. Still, I suspect that even when they’re taking their music way, way out, there’s still some organizing principle (or insideness) at work—however obscure it may be—that helps marshal the mayhem.