42 KEYBOARD SEPTEMBER 2003 www. keyboar dmag.

com
H
ave you ever watched a professional dog walker when they’re
walking three, four, or even five dogs at a time? Can you
imagine trying to control three or four leashed animals with
minds of their own and a will to go wherever they want at
any given time? For most of us, this would be complete chaos. The
spectacle often begs the question: “Who’s walking whom?”
But this is what the process of learning voice leading feels like for
many players, especially improvisers. This aspect of harmony requires
developing the ability to hear multiple voices within chords and to guide
those voices to create melodic lines within chord progressions. The
skill could also be compared to the artistry of a professional puppeteer
working a marionette — there’s more to it than meets the eye, and it
takes a lot of practice to make it look so easy.
World-renowned jazz guitarist Mick Goodrick has tackled the
problem(in classic X-men style) with an immense two-volume set (soon
to be three) entitled Mr. Goodchord’s Almanac of Guitar Voice-Leading
for the Year 2001 and Beyond. Don’t let the title fool you; this method
may have been written by a guitarist, but it’s aimed at any musician
who is interested in exploring harmony and voice leading, including
keyboardists, composers, and arrangers.
In a nutshell, Mick has provided us with every possible three- and
four-part diatonic chord that exists within a seven-note scale (triads,
sevenths, hybrids, quartal voicings, and spread clusters). He shows you
how to move from any possible inversion using many voicings, to any
how to play
Mr. Goodchord’s Keyboard Chord Decoder:
What’s with all these Ds and DDs?
When working with different types of voicings, it’s handy to borrow
the terminology used by arrangers. An arranger will look at a
four-note seventh chord in close voicing (4WC, or four-way close
voicing) and they’ll number the notes, in their mind, from top to
bottom — regardless of the inversion. Here we have a Cmaj7 in
root position (a), first inversion (b), second inversion (c), and third
inversion (d). Note that the numbers next to the chords refer only
to the note order from top to bottom; no functional or intervallic
information is implied.
With the chord tones numbered, arrangers will take certain notes
and drop them down an octave (D) or two octaves (DD). With any
of the inversions shown here, you can take the second note from
the top and drop it an octave, and you’ll have a drop 2 voicing (D2).
If you take the third note down an octave, it’s a Drop 3 (D3). You
can drop more than one note at a time. See Example 1 for
examples of drop voicings and how they’re named.
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a) b) c) d)

This adventurous approach to voice leading might or might not turn you into a voicing
superhero, but it will enable your fingers and expand your mind
by Mitch Haupers
ILLUSTRATION © 2003 RICK EBERLY
other possible chord or voicing within the scale. That partially explains
why each volume exceeds 300 pages, yet covers only the chords within
the major, harmonic minor, and melodic minor scales — in the key of
C! And he does it without a speck of standard music notation.
It’s a phenomenal system, and many keyboard players find it to be
of tremendous value (Russell Ferrante and Lyle Mays, to name but two).
We’ve hatched this article to provide an easy introduction to the system,
and to give you enough material to work on for quite some time. Even
though we show you everything in complete cycles and progressions in
C major, by all means start transposing the material and experimenting
with it right away. The examples in this article are not meant to be
exercises, but springboards.
The Mother Lode
At the heart of the system are progressions — Mr. Goodchord calls them
cycles — that encourage you to experience both the harmonic and
melodic aspects of the progressions as you play them. We use six different
cycles for each seven-note scale, which means we cover every possible
way of moving from one chord to another within a given key. The six
cycles aren’t numbered 1 though 6 in order, however; they’re named
according to the ascending root movement of the cycle. Cycle 2 uses root
movement of an ascending diatonic second, Cycle 3 moves chords by
ascending diatonic thirds, Cycle 7 uses root movement of a seventh, and
so on. In the key of C, here are the Cycles for the major scale (M), the
harmonic minor scale (Hm), and the melodic minor scale (Mm). See
chart at left.
When you’re experimenting with voice leading over these cycles, use
voice movement that is as smooth as possible without moving in
www. keyboar dmag. com SEPTEMBER 2003 KEYBOARD 43
Cycle 2
M Cmaj7, Dm7, Em7, Fmaj7, G7, Am7, Bm7b5
Hm Cm-maj7, Dm7b5, Ebmaj7#5, Fm7, G7, Abmaj7, Bdim7
Mm Cm-maj7, Dm7, Ebmaj7#5, F7, G7, Am7b5, Bm7b5
Cycle 4
M Cmaj7, Fmaj7, Bm7b5, Em7, Am7, Dm7, G7
Hm Cm-maj7, Fm7, Bdim7, Ebmaj7#5, Abmaj7, Dm7b5, G7,
Mm Cm-maj7, F7, Bm7b5, Ebmaj7#5, Am7b5, Dm7, G7
Cycle 6
M Cmaj7, Am7, Fmaj7, Dm7, Bm7b5, G7, Em7
Hm Cm-maj7, Abmaj7, Fm7, Dm7b5, Bdim7, G7, Ebmaj7#5
Mm Cm-maj7, Am7b5, F7, Dm7, Bm7b5, G7, Ebmaj7#5
Cycle 7
M Cmaj7, Bm7b5, Am7, G7, Fmaj7, Em7, Dm7
Hm Cm-maj7, Bdim7, Abmaj7, G7, Fm7, Ebmaj7#5, Dm7b5
Mm Cm-maj7, Bm7b5, Am7b5, G7, F7, Ebmaj7#5, Dm7
Cycle 5
M Cmaj7, G7, Dm7, Am7, Em7, Bm7b5, Fmaj7
Hm Cm-maj7, G7, Dm7b5, Abmaj7, Ebmaj7#5, Bdim7, Fm7
Mm Cm-maj7, G7, Dm7, Am7b5, Ebmaj7#5, Bm7b5, F7
Cycle 3
M Cmaj7, Em7, G7, Bm7b5, Dm7, Fmaj7, Am7
Hm Cm-maj7, Ebmaj7#5, G7, Bdim7, Dm7b5, Fm7, Abmaj7
Mm Cm-maj7, Ebmaj7#5, G7, Bm7b5, Dm7, F7, Am7b5
Mr. Goodchord’s Keyboard Chord Decoder:
What’s a TBN?
Mr. Goodchord has a few ways of looking at triads and their
relationship to a bass note, so there are a few unique terms
that crop up. Seventh chords can be thought of as a triad over a
bass note (a), separated by a third; Mr. Goodchord uses standard
seventh chord terminology for these. When a triad and bass note
have a fifth between them (b), Mr. Goodchord calls it a TBN I (triad
over bass note I). When a triad and bass note are separated by a
seventh (c), Mr. Goodchord calls it a TBN II.

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a) b) c)
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Em/C G/C Bdim/C
seventh TBNI TBNII
Ex. 1. There are many ways to voice a chord, and arrangers know them by name. Knowing these will come in handy when we start working our voice
leading magic. Each of these takes a particular inversion of a close-voiced Cmaj7 chord and redistributes the notes in a particular way. In 1a, we take the
second note from the top and drop it down an octave for a drop 2 (D2 for short, in this article). In 1b, take the third note from the top and drop it an octave;
this is drop 3 (D3). Drop the second and third notes in 1c down an octave to get a drop 2, 3 voicing (D2,3). In1d, drop the second and fourth notes for a
drop 2,4 (D2,4). And finally, drop the second note two octaves and the third note one octave for a double-drop 2, drop 3 (DD2D3). Note how I used
different inversions in the close-voiced chords, yet I ended up with C in the bass for every drop voicing. The trick is to know which close-position chord
in which drop voicing will put the note you want in the bass.
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C Dm Em C F Bdim C Am F C Bdim Am C G Dm C Em G
f) e) d) c) a) b)
Cycle 2 Cycle 4 Cycle 6 Cycle 7 Cycle 5 Cycle 3
Ex. 2. This gives you an idea of how you can take a voicing through each of the cycles described in the text. Each measure contains the first three chords of
one cycle. Here we’re taking a close-voiced triad through the cycles of C major.
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parallel motion with the chord roots. Smooth voice leading means
moving to the closest available note from chord to chord. See Examples
2 and 3 to see how you can play close and open position triads through
each of the cycles.
In the Almanac itself, we use our own text-based notation system to
write out the voicings to use over each cycle. We call it the Universal
Notation System, since anyone who knows where the notes are on their
instrument and who can read Roman letters can understand it. See
Example 4 for an example of a 4WC voicing running over Cycle 4 of the
C harmonic minor scale. Example 5 shows the same thing in standard
notation. Example 6 takes a D3 seventh chord voicing through Cycle 4
in C major. What’s an 4WC and D3? See the sidebar, “Mr. Goodchord’s
Keyboard Chord Decoder: What’s up with all these Ds and DDs?”
Mick Goodrick and I often refer to this body of material as either “The
Mother Lode,”“The M-Lode,” or simply, “All This Stuff.” There’s almost
no end to the ways you can work with it and apply it. Here are some ideas
of how to get going with it.
• Play all the notes at simultaneously in both hands
• Play all the notes at once, split the voices between hands
• Arpeggiate the chords in the left hand
• Arpeggiate the chords in the right hand
• Arpeggiate the chords with both hands in varying registers
• Play the chord in one hand while arpeggiating with the other
• Play over different grooves
• Break up the notes between hands (one note in the left and
three notes in the right, and other such combinations)
• Play the voice leading in different directions
Examples 7 through 20 are examples of how you can apply different
rhythmic approaches to a variety of cycles, in both standard notation
and in our Universal Notation. These illustrate the just a few of the
millions of possibilities open to improvisers working with the M-Lode.
Though they’re written in C major, feel free to change an E to Eb and
play in Cmelodic minor, or change the Es and As to Eb and Ab and play
in C harmonic minor. Example 21, in C harmonic minor, shows you
how you can use the sustain pedal to let the chords blend. Example 22
is an excerpt of a composition by Mick Goodrick himself.
As improvising musicians, we can benefit greatly from fully exploring
and expanding our harmonic vocabulary, which is one of the aims of
this material. Rest assured that your soloing will also benefit from your
voice leading practice.
When we perform, the harmonic choices we make are often influenced
by what we hear happening in the moment — a process of harmonic
reaction. At other times, we choose according to what our ears tell us
could or may happen — a harmonic prediction. Most of the time, we
only play what we know, staying well within our harmonic vocabulary
comfort zone. How often do we take harmonic risks when we play? Would
there be some benefits to practicing risk-taking?
44 KEYBOARD SEPTEMBER 2003 www. keyboar dmag. com
how to play
Mr. Goodchord
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C Dm Em C F Bdim C Am F C Bdim Am C G Dm C Em G
f) e) d) c) a) b)
Cycle 2 Cycle 4 Cycle 6 Cycle 7 Cycle 5 Cycle 3
Ex. 3. Here we take an open-voiced triad through the first three chords in the cycles in C major.
Ex. 4. Here the scale is Charmonic minor, we’re using seventh chords in four-way close voicing, and were taking the voicings through cycle 4. We’re also using
the Mr. Goodchord Universal Notation System. Standard music notation doesn’t quite do justice to all that is contained within the Mr. Goodchord system.
To start with, not all musicians can read notation. Our thinking was that any and all musicians who know where the notes are on their chosen instruments
would be able to use this system. The arrows represent direction of movement between voices (either up or down). The dashes represent common tones between
two adjacent chord tones (and therefore no movement between chords in that voice). The vertical stacks of note names are the chord structures, and the
names above them are the standard chord symbols.
Cm, maj7 Fm7 Bdim7 Ebmaj7#5 Abmaj7 Dm7b5 G7
B Ab Ab G G F F
G F F Eb Eb D D
Eb Eb D D C C B
C C B B Ab Ab G
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Cm, maj7 Fm7 Bdim7 E maj7 5 A maj7 Dm7 5 G7
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Ex. 5. Here is Example 4 in standard notation, using the most basic rhythm. Note that common tones between chords can be re-played, as between bar lines
here, or they can be held, as with the lower notes within each bar.
Continued on page 50 ➥

46 KEYBOARD SEPTEMBER 2003 www. keyboar dmag. com
Ex. 6. This example shows D3 seventh chords moving through cycle 4 of the C major scale. The repeat signs surrounding the voice leading work the same
way as they do in ordinary music notation — simply repeat what is between them. This is in “long form,” which means you have to play through the cycle
a number of times before you arrive at the original voicing you started with. This may be two, three, or even four times through, depending on the chord
type and cycle.
Cmaj7 Fmaj7 Bm7b5 Em7 Am7 Dm7 G7 Cmaj7 Fmaj7 Bm7b5 Em7 Am7 Dm7 G7
G F F E E D D C C B B A A G
E E D D C C B B A A G G F F
B A A G G F F E E D D C C B
C C B B A A G G F F E E D D


































C Em G Bdim Dm F Am C Em G Bdim Dm F Am C Em G Bdim Dm F Am
E E D D D C C C B B B A A A G G G F F F E
G G G F F F E E E D D D C C C B B B A A A
C B B B A A A G G G F F F E E E D D D C C




∞ ∞ ∞ ∞ ∞ ∞ ∞
∞ ∞ ∞ ∞ ∞ ∞ ∞
∞ ∞ ∞ ∞ ∞ ∞ ∞
C Am F Dm Bdim G Em C Am F Dm Bdim G Em C Am F Dm Bdim G Em
E E F F F G G G A A A B B B C C C D D D E
G A A A B B B C C C D D D E E E F F F G G
C C C D D D E E E F F F G G G A A A B B B



■ ∞


∞ ∞ ∞ ∞ ∞ ∞
∞ ∞ ∞
∞ ∞ ∞


∞ ∞ ∞ ∞ ∞ ∞
Ex. 7. Check out the cycle 3 triads (open voicing) in C major.
Ex. 8. Here is one possible rhythmic realization of Example 7. This goes through just one cycle; when you play it, continue through the full form.
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Ex. 10. This is cycle 6 with open triads in C major. As in cycle 3, there is only one moving voice. This means that the other two voices are common tones.
Ex. 11. This is one way to play Example 10.

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Ex. 12. This takes the cycle 3 progression of Example 7 and adds a bit of cross-hand fun.
how to play
Mr. Goodchord
Ex. 9. Here’s another approach to Example 8.
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48 KEYBOARD SEPTEMBER 2003 www. keyboar dmag. com
C G Dm Am Em Bdim F C G Dm Am Em Bdim F C G Dm Am Em Bdim F
E D D C B B A G G F E E D C C B A A G F F
G G F E E D C C B A A G F F E D D C B B A
C B A A G F F E D D C B B A G G F E E D C





Ex. 13. Let’s try out open triads over cycle 5 in C major.


∞ ∞






∞ ∞































Ex. 14. You could set off the single common tone against the two moving tones like this; note that this lends itself well to three-bar phrases, as the voice
leading repeats every three chords. This starts on the last chord in the cycle.

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Ex. 15. Cycle 4 is known as the Circle of Fifths outside of Mr. Goodchord’s workshop. Open voicings, C major.
C F Bdim Em Am Dm G C F Bdim Em Am Dm G C F Bdim Em Am Dm G
E F F G A A B C C D E E F G G A B B C D D
G A B B C D D E F F G A A B C C D E E F G
C C D E E F G G A B B C D D E F F G A A B





∞ ∞
∞ ∞










∞ ∞




∞ ∞




∞ ∞




∞ ∞
∞ ∞







Ex. 16. This realization of Example 15 is similar to that in Example 14, but you can hear how the different cycle gives it a whole different sound.

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Ex. 17. Cycle 7 covers a lot of keyboard real estate quickly. Start higher or lower on the keyboard, or transpose up or down an octave to accommodate.
C Bdim Am G F Em Dm C Bdim Am G F Em Dm C Bdim Am G F Em Dm
E F A B C E F G B C D F G A C D E G A B D
G B C D F G A C D E G A B D E F A B C E F
C D E G A B D E F A B C E F G B C D F G A





∞ ∞

Ex. 18. This alternating staccato texture sounds good over Example 17.

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Ex. 19. Cycle 2 provides us with a classic example of conjunct/disjunct voice leading, since we’re moving our voices in the opposite direction of the root movement.
C Dm Em F G Am Bdim C Dm Em F G Am Bdim C Dm Em F G Am Bdim
E D B A G E D C A G F D C B G F E C B A F
G F E C B A F E D B A G E D C A G F D C B
C A G F D C B G F E C B A F E D B A G E D






































































Ex. 20. This is a staccato treatment of Example 19.

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how to play
Mr. Goodchord

We’re not telling you how or where to play these chord structures
on your instrument. The whole idea is to provide you with all the
possibilities within the three scale types, so you don’t have to think
about how to arrive at these chord structures. Hopefully, this will
free you to spend more time experimenting with different ways to
play them. In the second part of this article, we’ll work more with
four-part chords, as well as some quartal and cluster voicings. Take
all the time you need to work with this material and enjoy it! ➥
50 KEYBOARD SEPTEMBER 2003 www. keyboar dmag. com
Ex. 21. Because of the presence of so many common tones, moving one voice and sustaining the voices in cycle 6 is relatively easy. This etude explores the
relationship between common tones and moving voices. Play slowly enough to achieve a sense of the chord progression. If you have a real piano, utilize the
combined effect of both the damper and sustain pedals to emphasize the moving voice while maintaining the chord structure beneath.

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Ex. 22. Mick Goodrick wrote this piece 15 years ago (excerpt shown below) after subbing for Bill Frisell on a tour with Bass Desires. This “pre-Mother Lode”
composition contains many of the voicings and chord types that eventually made their way into the voice leading books. There are triads, TBN 1 and TBN
2 chords, and seventh chords. The first chord of the piece is an example of a DD2D3 voicing (C/F). Note the inclusion of seventh chord voicings that have
a flat ninth between the seventh of the chord and the root note — what a great sound! Play through the voice leading in C major, cycle 6, using TBN 1
and D2,4, as well as DD2D3. You’ll hear some similarities to this piece.

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Excerpts copyright ©2003 by Mr. Goodchord Publications from Mr. Goodchord’s Almanac of Guitar Voice-Leading for the Year 2001 and Beyond. All rights reserved. Used by permission.
how to play
Mr. Goodchord
52 KEYBOARD SEPTEMBER 2003 www. keyboar dmag. com
Mr. Goodchord’s Advice
This article has only hinted at the incredible
amount of information presented in the Almanac
of Guitar Voice Leading. The first two volumes
total over 600 pages of material (triads, seventh
chords, and TBN I and TBN II in Volume 1,
three- and four-part quartal voicings and spread
clusters in Volume 2) — and this is just using
the major, melodic minor, and harmonic minor
scales in C. Volume 3, due out later this year,
will discuss alternative and chromatic voice
leading, relate these concepts to the eleven other
keys, introduce new scales, and present new
ideas for other uses of this material. To keep
things simple, we focused this article on stuff
from Volume I, namely triads and seventh
chords. The second installment of this article
(to appear in Keyboard in the near future) will
go farther into how the material can help you
discover new ways of approaching your voicings.
So with so much stuff to work with, where
do you start? How do you proceed? Our advice
is to work on this material without trying to
learn it. In fact, try not to learn it. This way,
you eliminate any self-imposed pressure. You
just have the experience of going through the
material. You’ll discover your own way through
it. That will be enough.
Self-discovery is one of the most meaningful
ways to learn. Have you ever been the first to walk
through an open field after a fresh snowfall? We
want your experience with Mr. Goodchord to
be kind of like that. If you followed someone
else’s tracks through the snow, you might miss
the opportunity to wander on your own. As
you explore, if you make a mistake, it’s okay;
in fact, maybe you’ll find something more
interesting than what’s in the exercise. In that
case, continue your “mistake”through the voice
leading pattern.
You could also look at it this way: what
one person finds useful while playing
through this material may not seem valuable
to someone else at that point in time. Over
the past few years, I have presented this
material to many keyboard players and each
time we’ve discovered something new in it.
Have fun with your own discoveries!
k
Mitch Haupers is an Associate Professor at Berklee
College of Music. He specializes in teaching ear
training, rhythm, harmony and free improvisation.
You can read more about his teaching, projects and
hear mp3s of his free improvisation quartet at:
www.berklee.edu/news/2001/02/mhaupers.html.
For more information on Mr. Goodchord, visit
www.mrgoodchord.com.
how to play
Mr. Goodchord

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