Playing The Changes

Luck is for amateurs. Learn to improvise like a professional.

Luck is for amateurs.

And let’s face it—the way most of us approach a solo over even a simple blues progression involves a lot of guessing, and hoping, and spotty unevenness.

In other words: luck.

Which is fine for the garage where your midlife crisis blues band jams, or in the bar full of drunks where you play on the weekends.

But what about in an expensive studio where you’re burning through a couple hundred bucks an hour? Or in front of a crowd full of people who paid $50 each to see you? Or on live TV?

How do badass pro musicians improvise with such confidence?

The answer of course, is by “playing the changes”—they’re hyper-aware of the chord changes, they know which notes sound best over each of those chords, they’re crafting lines that land on those exact notes right at the moment when the band changes to a new chord, and they’re doing this all at an intuitive, almost unconscious level.

That’s a tall order.

Can mere mortals like you and me develop this superpower?


And more to the point, once you can play in time, NOTHING you work on will make you better faster than learning to play the changes. Nothing. What’s even better is its universality:

It works for rock. And blues. And country.

And folk and metal and surf and jazz and ambient and techno.

If it has chords, playing the changes is the tool for the job.


The Over-Intellectualized Method

There are dozens and dozens of books, courses, and YouTube videos that purport to teach you how to play the changes.

None of them are wrong per se, but they all tend to make the same few mistakes:

  • They assume you’ve studied music formally,
  • they assume you’re a jazz musician interested first & foremost in the esoteric stuff, and…
  • they ignore the beautiful visual order & symmetry of the fretboard. It’s the classic curse of knowledge—forgetting what it’s like to not know something.

You can absolutely describe the process in terms of jazz standards, “chord scales,” and “modes.” And that’s probably the right method… for horn players.

For us guitar players, there’s a better way…

The GuitarOS: Playing The Changes Method

At its most basic level, playing the changes is the intersection of a handful of things:

  • do you know where you are on the instrument?
  • do you know where we are in the song?
  • can you match what’s happening in the song with the appropriate place on your instrument?
  • can you use that knowledge to decipher the playing of your influences?

Once you have those basic ingredients, the world is your oyster.

Practicing guitar becomes self-motivating—you’ll be having too much fun to stop.

On a wordier, more technical level, playing the changes means…

  • playing in a way that reflects the shifting harmony of the chord progression, choosing the right notes at the right time.
  • feeling comfortable playing in any key, over any chords, in any area of the fretboard, &
  • being able to extrapolate & reverse-engineer the thinking of other players when we learn their licks & lines.

In order to do this, we’ll need some tools in our toolkit:

  • we’ll need to know the name of every note on the fretboard as well as we know our friends’ names or how to drive to work
  • we’ll need to be able to visualize the chords built on those notes, in all their iterations, all over the fretboard
  • we’ll need our hands to move comfortably and easily through the scales & arpeggios that fit over those chords
  • we’ll need the language to describe notes in relation to the chords—root, third, fifth, and so on
  • we’ll need to train our eyes & ears to follow chord progressions in real time
  • and we’ll need to build up our “speed of musical thought” to allow us to move calmly through a shifting sonic landscape.


We’ll accomplish this by systematically layering these things one on top of the other. And at every stop along the way, we’ll be doing things that are fun to explore, that maximize your unique musical personality, and utilize your creativity and voice.

  • We’ll adapt Mick Goodrich’s Single-String Unitar to help us learn the names of the notes in the key of C.
  • We’ll use ideas from Ted Greene (and yours truly) to learn to visualize & play chords all over the neck.
  • We’ll adapt the ideas of country whiz kid Daniel Donato to create our own arpeggios and use them to connect different areas of the fretboard.
  • We’ll study the CAGED scale shapes in the surface-level way they’re conventionally used, as well as drill down to the professional-grade “secret” way that hides in plain sight.
  • We’ll deftly clear away all the hype & confusion that surround modes.
  • We’ll learn to talk about notes in terms of their functions, using scale degrees.
  • We’ll learn to visualize the fretboard while our eyes are reading the chord changes on the chart, and we’ll learn to visualize the chart while our eyes are on the fretboard.
  • We’ll slowly build up our speed of musical thought to allow us to navigate quick chord changes.
  • We’ll take a deliberate, intellectual approach to practicing these things, but we’ll also practice switching that mindset off and relying on our intuition.

And then we’ll repeat the process for each successive key.

Sound like a lot? It is. But check it out:


Mapping The Human Genome

In 1990, the National Institute for Health began sequencing the human genome.

They finished in 2003. It cost them 2.7 billion dollars.

13 years. $2.7 billion.

As I write this, it’s 2018.

If you want to sequence your genome, it now takes… 1 hour.

And it costs… $100.

Your progress in mapping out the fretboard will undergo a similar ramping up of velocity. The first key you map out on the fretboard could take you three months. By the time you get to the twelfth key, you could do it in an afternoon.

And Another Thing

Some things are zero until they’re 100%.

The chicken caesar salad you ordered for lunch doesn’t come out of the kitchen in two trips—that salad sits there at the garde manger station until the grill cook has your chicken ready.

You can’t move 30% of your belongings into a house that’s 30% built.

A plane with an almost-fixed pilot’s seat isn’t flying anywhere.

Those things are 0 until they’re 100. They’re ready or they’re not.

But the Playing The Changes course is designed to be useful right now.

Learn a little of it or all of it. Finish the whole thing or bail out early.

You’ll still have hugely useful tools at your fingertips for life.

Put it down for a while and come back to it, and you can pick up where you left off.

So yes: learning to play the changes is a big undertaking.

But it’s also a ton of fun—you’ll be taking solos and applying your creativity.

You’ll spend your time exploring the guitar, not deciphering a text book.

And even when you’re half-assed at playing the changes?

It’s still a huge multiplier for your playing.

See you inside?


Your Instructor

Josh Frets
Josh Frets

A lucky break forced me to make the jump from "fairly decent bar band guitarist" to "professional musician" long before I was ready or qualified.

Suddenly I was surrounded by elite professional musicians, people who'd toured with huge acts and had long lists of recording credits.

It was a baptism by fire as I scrambled to quickly develop the skills & knowledge necessary to operate in this new space.

Along the way, I discovered something surprising—internet gurus and big-name music schools alike are focused on all the wrong shit.

Badass musicians the world over share a common language & a set of priorities I've never seen taught anywhere else.

It took me awhile to piece it all together & put it all in the right order.

But now that there's a clearly defined path, all that's left is for you to decide you're done with wandering blindly in the darkness, done depending on luck, ready to show up and put one foot in front of the other on the road to badassery.

I hope you'll join us.

Course Curriculum

Frequently Asked Questions

When does the course start and finish?
The course starts now and never ends! It is a completely self-paced online course - you decide when you start and when you finish.
How long do I have access to the course?
How does lifetime access sound? After enrolling, you have unlimited access to this course for as long as you like - across any and all devices you own.
What if I am unhappy with the course?
We would never want you to be unhappy! If you are unsatisfied with your purchase, contact us in the first 30 days and we will give you a full refund.
How is this different than GuitarOS: Practical Theory?
Practical Theory is about learning to think & talk about music in the same way badass professional musicians do. Playing The Changes is about taking those intellectual ideas and making them physically accessible—teaching them to your hands and not just your brain.
Do I need to do Practical Theory first? Can I do them at the same time?
While there's a small benefit in doing Practical Theory first, they're both freestanding entities—take them in any order you like. Should you do them both at the same time? That's up to you. If you have a bunch of free time coming up (summer break, broken foot, unemployment benefits...), go for it. Otherwise I think it's best to give your full attention to one thing at a time—for most people this way is faster in the long run.
What secrets will I learn? Can I find all this same information online for free?
Much of what's in this course you can find online or at the library, possibly for free... ...BUT... I've been playing guitar for 25 years. And I've condensed two and a half decades of accrued insight into highly actionable knowledge that any halfway serious student can do in a few months. Up to you—you feel like wandering around aimlessly, or do you want GPS to tell you the fastest route?
"You should pat yourself on the back... I just had my first real breakthrough on the guitar in 10+ years... I understood the theory piece from GuitarOS, and knew the major scale all over the neck (I even knew the dreaded modes), but man does it help to know all of the triads up and down the neck. All the sudden I can actually play the right notes over the right chords, and it sounds, well, kinda good. Only about 30% through playing the changes, can't wait to continue on the journey!! I'll definitely be recommending this course to a bunch of buddies who are in the same spot I'm in."

—Mike M, Denver

"Josh, the course is amazingly beneficial for me. I have learned triads again and again, but your octave dropping strategy is a great way to nail ‘em in a meaningful way. You are bringing it all home for me in ways I never imagined. Hat’s off to you for putting these ideas in my head in a useful way."

—Tom K, Çanakkale

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