Like the Blues, “rhythm changes” is one of the most common song forms in jazz music. This 32-bar AABA form and its accompanying chord progression is derived from George Gershwin’s iconic composition “I Got Rhythm,” hence the name “rhythm changes.”

Jazz history is rich with examples of contrafacts (which are original songs created by composing a new melody over a preexisting set of chord changes) based on the rhythm changes form and progression. Famous rhythm changes tunes include “Anthropology,” “Dexterity,” “Oleo,” “Lester Leaps In,” and “Cottontail” among many, many others.

The rhythm changes form is highly flexible and there are a wide variety of ways to conceptualize this classic chord progression while improvising over it.

In this lesson, I want to look at just a few ways you can break down and approach the “A” section and the “B” section of a rhythm changes.

The “A” Section

Let’s start with the A section. I break it down into two large categories or approaches:

1. You can think about every individual chord separately and try to “catch” all the changes by clearly referencing them as you play.

2. You can try to simplify the harmonic progression and play in key centers.

Option #1

Trying to catch all the changes is difficult, but you can really generate a lot of cool lines and chromaticism this way, especially when you start exploring all of the various types of common chord substitutions that are available for you to exploit, such as tritone substitutions, diatonic substitutions, and superimpositions.

Here’s a visualization of 3 versions of the “A” section of a rhythm changes in C (labeled A1, A2, and A3) showing various chord substitutions and alternate versions in parentheses and brackets:

Here’s an example of 8 bars over one version of a rhythm changes “A” section in C using continuous 8th notes which outline the voice-leading within the harmony and use a lot of chromaticism:

Option #2

For simplicity and contrast, try reducing the whole 8 bar phrase into a few key centers (for example, I -> IV -> I or V of I -> I -> V of IV -> IV -> V of I -> I).

Here’s a visualization of 2 versions of the “A” section of a rhythm changes in C showing simplified harmonic analysis:

Here’s an example of 8 bars over one version of a rhythm changes “A” section in C using continuous 8th notes which play around with simplified key centers and use only a bit of chromaticism:

The “B” Section

Now let’s tackle the rhythm changes Bridge, or the “B” section of the AABA form.

Since the bridge of a rhythm changes is, at its simplest, 4 dominant 7th chords, you can do a lot in terms of substitutions, alterations, additions, etc. You can:

1. Treat them as basic dominant chords and use bebop scales.

2. Treat them as II-V’s.

3. Alter any or all of them (it’s especially useful to alter the 2nd and 4th      dominant chords of the bridge and play the 1st and 3rd ones as a dominant 7 (#11)’s.

4. Superimpose other chords, including chromatic chord progressions.

5. Use diminished scales.

Here’s a visualization of some of the various ways you can think about the chord changes in the bridge of a rhythm changes in C showing chord substitutions and alternate versions in parentheses and brackets:

Here are 5 examples of rhythm changes bridges exercises using the different approaches described above:

I hope you find these approaches to rhythm changes helpful and fun to practice!

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Josiah Boornazian is an award-winning saxophonist, composer, and educator currently active in New York City, Miami, California, and Washington state. Josiah has performed with a wide variety of artists including Jimmy Heath, John Faddis, Dave Holland, Mark Farina, Dave Liebman, Diane Schuur, Dave Grusin, Arturo Sandoval, Ignacio Berroa, the New York Voices, Tom Scott, Cyrille Aimee, Dafnis Prieto, Gonzalo Rubalcaba, Shelly Berg, Chris Potter, Drew Gress, David Binney, Wayne Krantz, Tom Scott, Ari Hoenig, Dan Weiss, John Escreet, Jacob Sacks, Fima Ephron, Jonathan Crayford, Obed Calvaire, Will Vinson, Matt Brewer, Ben Wendel, Eivind Opsvik, Ferenc Nemeth, Alan Ferber, John Daversa, Donny McCaslin, and the Gil Evans Orchestra. Josiah holds a Master of Arts degree in music from the City University of New York's City College campus and a Bachelor of Music degree from California State University, Northridge. In 2016, Josiah, who has taught on faculty at the City College of New York and given masterclasses at various colleges and high schools in California and Washington, began pursuing a Doctor of Musical Arts degree at the University of Miami's prestigious Frost School of Music as a Henry Mancini Fellow. Josiah also teaches at the Frost School part-time as a graduate assistant. In 2017, Josiah's ensemble was selected to participate in the Bucharest International Jazz Competition and he was awarded a Björn Bärnheim Research Fellowship at the Hogan Jazz Archive during the 2017-2018 academic year. For more information, please visit

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