The Famous II V I Progression; An Ultimate Guide

Congratulations, you have arrived at the most common and important chord progression in jazz. Learning how to improvise over a II V I is a never-ending (and always enjoyable) task, so you might as well get started!

This is Part 2 of my Top 5 Chord Progression series. Remember that everything I cover in this lesson I use on a daily basis. I am not strictly a Jazz Guitar Teacher. I admit I don’t teach these concepts everyday. More importantly (I think), I am a first and foremost a Jazz Guitar Player; I USE these concepts everyday. This information is practical and ready to use.

free lessonsUse this lesson to:

  • Learn about the big picture.
  • Grab quick, easy TAB examples.
  • Understand guide tones and voice leading (your secret weapons).
  • Have fun while you learn!

II V I  Definition

I = Tonic (home) chord in any key. e.g in the key of C, our I chord is C major.
II = Second chord in any key. e.g in the key of C our II chord is D minor.
V = Fifth chord in any key. e.g in the key of C our V chord is G7.

II V I Example

chord progression

As you can see Dm7 is our II (two) chord, G7 is our V (five) chord and Cmaj7 is our I (one) chord.

Remember these rules when analyzing a song’s chord progression:

  • II chord are min7
  • V chord are dom7
  • I chord are maj7

II V I – ‘The Bigger Picture’

Before I get into the nitty gritty details, let me briefly take zoom out and explain the bigger picture of a II V I to you.

  • The V chord’s role is to create tension that wants to resolve to the tonic I chord. Jazz borrowed this concept of harmonic pull from classical music.
  • The II chord’s role is to prepare the V chord.
  • I chord is our resting chord.

Here is an example of a phrase you could play over a II V I (there are plenty more of these below!)

guide tones

All right, let’s get out our musical scissors and dissect the II V I chord progression.

The Tonic I Chord

This is the easy part. Check my previous lesson, tonic major chords, to learn how to improvise over a tonic maj7 chord. Easy.

Now, Let’s move on to the hard/fun part.

The V Chord

The V chord pulls towards the tonic I maj7 chord. Follow these 4 easy steps to learning how to play chords and improvise over a V chord.

1. Strum a G7 chord

chord voicing
Listen to how the chord sounds. Remember that V chords can also be: dom9 or dom13 chords. Brush up on you dom7 chords voicings here.

2. Play The Scale

This is how G Mixolydian sounds:

Think of a scale as the full spectrum of available notes you can use over a chord. Your #1 scale of choice for a V chord in a major key is the Mixolydian Mode. I recommend you immediately check out my lesson on the Mixolydian Scale to learn how to play this scale on the guitar. I also cover the theory behind this scale, important notes to avoid and focus on. Check it out then return here when you are ready to continue.

3. Play The Arpeggio

An Arpeggio is a chord, played one at a time. When you play an arpeggio, you IMMEDIATELY play all the important notes of the chord. Arpeggios are you fastest and most effective approach to playing chord changes.

Check out a complete index of dom7 arpeggios here. Brush up on your arpeggios then return here when you are ready to continue!

4. Target Chord Tones/ Guide Tones

Chord or guide tones are the 3rd and 7th notes of a chord. These two notes are the core sound of the chord. You can stray off these chord tones to add some colour (such as a 9th or 13th) but these two notes are your home base.

I have good news for you: you already know how to play chord tones. They are included in the arpeggios and scales you already know free of charge. Sweet!
G7 chord tones clef
guide tones
guide tones
In a G7, our chord tones are B (the 3rd) and F (the b 7th). These notes are you home base. Play through your Mixolydian mode and arpeggios and land on the chord tones. Feel their harmonic pull. Bounce off them to other colour notes. But remember, will always be there for you – just like your mother is always there for you.

Important: remember these chord tones as I will be using them at the end of this lesson when we explore voice leading.

You now have a basic understanding of how to play over a dom7 chord. You are doing great! Take a break then when you are ready let’s check out the II chord.

The II Chord

The II chord is always a min7 chord. It is the second chord in a key and prepares the dominant V chord. Follow these 4 easy steps to learning how to play chords and improvise over a V chord:

1. Strum a Dm7 Chord

Listen to how it sounds. IIm7 chords can also be: min9, min6 or min11 chords Brush up on you dom7 chord voicings here before we continue.

2. Play The Scale

And here is how it sounds:

Our scale of choice for a II chord is the dorian mode. Immediately check out my lesson on the Dorian Mode to learn how to play this scale on the guitar.

A better option for more advanced jazz guitarists is the Bebop Dorian Scale. Check that out if you want to add some chromaticism to your lines.

3. Play The Arpeggio

I  have a complete index of min7 arpeggios here for you to explore. Brush up on your arpeggios then return here when you are ready to continue on to the good stuff.

4. Target Chord Tones (Guide Tones)

The b3 and b7 of a minor 7th chord are our chord tones or target notes. In all your arpeggio and scale positions, highlight the chord tones in your mind. These are your target notes to bounce off and return too. Gravitate your lines with chord tones.

Voice Leading – ‘Putting It All Together’

We are nearly there, you are doing great!

I have taught you the individual pieces of the II V I chord progression puzzle. Now let me put it all together for you with a little magical jazz trick called ‘voice leading’. By now, you understand the importance of chord tones.

Let’s play the root and two chord tones of ALL of our chords. What we play will be the core sound of the II V I chord progression.

guide tones
Notice how, when going from the II to V to I, the 7th of each chord resolved down a half step (or semitone) to the 3rd of the next chord.

This is Voice Leading.

Play it through once more, and listen to that ‘pull’.

Voice Leading | Definition

Voice leading is the direction a notes wants to go in.
In a II V I, voice leading is the 7th of the II chord resolving to the 3rd of the V chord and then the 7th of our V chord resolving to the 3rd of our I chord.


Play through that magical passage of TAB above again and let YOUR EARS be your guide. Voice leading is purely an EAR thing. Of course when you improvise single note lines you won’t play all the chord tones at once. Use the following exercises to deeply imbed voice leading into your musical brain:

II V I Voice Leading Patterns

Audio examples of the following II V I Licks:

guide tones
guide tones
guide tones
guide tones
guide tones

Advanced II V I Tips

  • Use bebop scales instead of plain major scale modes.
  • Check out the Altered Scale to use over the V7 chord.
  • Instead of playing a IImin7 chord, play a II7 chord. Meaning, make your II min7 chord into a II7 dominant chord (has a major 3rd). This will lead really well into the V7 chord. Check out my great lesson on the II7 chord here to get an understanding of this.

Further Learning

Well done, you made it to the end of this II V I lesson! We covered a lot today. Take a break – you deserve it. When you are ready, check out the evil brother of the II V I – the minor ii V i. You know the concepts involved learning a chord progression now, so it will be much easier this time around. Also check out my I VI II V lesson, you already know 3/4 of that progression. See, I told you this was easy!

Thanks for stopping by, feel free to leave a comment below with any suggestions or questions.

~ Sam Blakelock |


  1. Leonid says

    Sam, thank you very much! You have a very clear and logical style of presenting the material and it has great practical value, especially for aspiring jazz guitarists. Best regards, Leonid, Moscow, Russia.

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