IX.

CHORD INVERSIONS

Chords that are voiced with their 3rd, 5th, or 7th as the lowest-pitched voice, rather than the root,
are said to be voiced in inversion. A chord with its 3rd as its lowest-pitched voice is in first inversion.
A voicing that places the chord’s 5th as the lowest-pitched voice is in second inversion, and voicings
in which the chord’s 7th is the lowest-pitched voice are in third inversion. Being able to voice chords
with notes other than the root in the bass is a huge step, because it enables you to get more linear,
less blocky movement in the bass as you work through a chord progression. I used to think that the
inversion shapes on the guitar were different from the root position shapes, but realized later that
inversion shapes derive from the common shapes we all learned when first learning guitar. An
example may suffice to illustrate this principle.

If you wanted to voice an E major chord in first inversion, i.e., with it’s third as its lowest voice, on
the sixth string, how would you go about figuring it out? There are a variety of approaches that could
be taken, but the method that ended up making the most sense was this: figure out what common
chord shape voices its third on the sixth string and use that. Think about the D shape. It voices from
the fourth string to the first, R5R3. If you moved that D shape up the neck two frets, intact, you would
have an E chord voiced on the top four strings. Now, if you invert the third from the first string down
to the sixth string, you end up with an E chord voiced in first inversion, with its third in the bass. Looking
at the chord diagrams shown below may help you visualize this chain of events.

E triad, D shape E, 1st inversion

x x R 5 R 3 3 x R 5 R x

Once you have figured out how to do the first inversion major triad shape off of the sixth string, you
employ exactly the same process as for the root position shapes in figuring out how to voice 7th and
6th chords of various types. In this instance, you will lower the root voiced on the second string to
get your 7ths and 6ths, lower the 3rd on the sixth string if you need a minor 3rd, etc. Using the
…7 diagram for a first inversion chord off of the sixth string as a template, fill out the blank 6th string
first inversion grids.

25
…7, 1st inv., 6th string 7, 1st inv., 6th string m7, 1st inv., 6th string m7≤5, 1st inv., 6th string

1fr. 1fr. 1fr. 1f

3 x R 5 7 x 3 x R 5 ≤7 x ≤3 x R 5 ≤7 x ≤3 x R ≤5 ≤7 x

—7, 1st inv., 6th string m…7, 1st inv., 6th string 6, 1st inv., 6th string m6, 1st inv., 6th string

1fr. 1fr. 1fr. 1f

≤3 x R ≤5 —7 x ≤3 x R 5 7 x 3 xR 5 6 x ≤3 x R 5 6 x

6 9, 1st inv., 6th string m6 9, 1st inv., 6th string add9, 1st inv., 6th string

}R 1fr. }R 1fr. }R 1f

3 x 9 5 6 x ≤3 x 9 5 6 x 3 x 9 5 R x

What about voicing chords in first inversion off of the fifth string? Well, the G shape voices its 3rd
on the sixth string, so it is the best candidate to use as a starting point for figuring out these voicings.
Let’s imagine an A chord voiced out of the G shape as our starting point.

A chord, G shape

1f

R 3 5 R 3 R

Note how the interior four strings, from the fifth up to the second, are voiced 3rd, 5th root, 3rd. The
third is a poor choice to double because every time you switch the chord type from major to minor
you have to alter both voices. If you walk the higher 3rd, on the second string, up three frets, to a fifth,
26
you have a more workable and strongersounding basis for voicing first inversion chords. This re-
configured starting point for the first inversion shapes off of the fifth string looks like this:

Re-configured 1st inv.

major triad, 5th string

1
Working from this re-configured major triad first inversion
shape, you can get a …7 first inversion shape by walking the 5th
on the fourth string up two whole steps. Using the diagram below
in which that has been done as a template, complete the blank
grids for the other first inversion shapes off of the fifth string.
x 3 5 R 5 x

…7, 1st inv., 5th string 7, 1st inv., 5th string m7, 1st inv., 5th string m7≤5, 1st inv., 5th string

1fr. 1fr. 1fr. 1f

x 3 7 R 5 x x 3 ≤7 R 5 x x ≤3 ≤7 R 5 x x ≤3 ≤7 R ≤5 x

—7, 1st inv., 5th string m…7, 1st inv., 5th string 6, 1st inv., 5th string m6, 1st inv., 5th string

1fr. 1fr. 1fr. 1f

x ≤3 —7 R ≤5 x x ≤3 7 R 5 x x 3 6 R 5 x x ≤3 6 R 5 x

6 9, 1st inv., 5th string m6 9, 1st inv., 5th string add 9, 1st inv., 5th string

}R 1fr. }R 1fr. }R 1fr.

x 3 6 9 5 x x ≤3 6 9 5 x x 3 5 9 5 x

27
 An alternative way of voicing first inversion chords off of the fifth string involves voicing the fifth,
third, second and first strings, like so:
major triad, 1st inv.,
5th, 3rd, 2nd, 1st strings

1f

x 3 x R 5 R

Working from this starting point, you can then walk the root on the first string down to get your 7ths
and 6ths like so, in the instance of a …7 chord.

major triad, 1st inv.,

5th, 3rd, 2nd, 1st strings

1f

x 3 x R 5 7

Using the …7 as a template, you can figure out the rest of your first inversion voicings of this type
if the spirit moves you.

The first inversion shapes off of the fourth string derive from the C shape, since it voices its 3rd on
the fourth string. As with the G shape, it is necessary to walk the upper third of the shape up the first
string to a 5th to end up with the best starting point for voicing first inversion shapes off of the fourth
string. The diagrams below show a major triad in first inversion off of the fourth string that will serve
as a starting point for voicing these chords, followed by a first inversion delta seven which can serve
as your template for filling out the remainder of the blank grids.

major triad, 1st inv., …7, 1st inv., 7, 1st inv., m7, 1st inv.,
4th string 4th string 4th string 4th string

1fr. 1fr. 1fr. 1f

x x 3 5 R 5 x x 3 7 R 5 x x 3 ≤7 R 5 x x ≤3 ≤7 R 5

28
 m7≤5, 1st inv., —7, 1st inv., m…7, 1st inv., 6, 1st inv.,
4th string 4th string 4th string 4th string

1fr. 1fr. 1fr. 1f

x x ≤3 ≤7 R ≤5 x x ≤3 —7 R ≤5 x x ≤3 7 R 5 x x 3 6 R 5

m6, 1st inv., 6 9, 1st inv., m6 9, 1st inv., add9, 1st inv.,
4th string 4th string 4th string 4th string

1fr. 1fr. 1fr. 1f

}R }R }R

x x ≤3 6 R 5 x x 3 6 9 5 x x ≤3 6 9 5 x x 3 5 9 5

After having completed this first inversion grid-athon, you’re now ready to try out some of the
shapes in a song!

X. “YOU TOOK ADVANTAGE OF ME”

Here is a lead sheet for “You Took Advantage of Me,” a great old standard composed by Richard
Rodgers with lyrics by Lorenz Hart. The form is AABA, with the “A” idea, an 8-bar phrase, repeated three
times with minor variations and the “B” part, most often called a bridge or release, spanning the
musical space between the second “A” and the final “A”.

29
 YOU TOOK ADVANTAGE OF ME
from “PRESENT ARMS”
Richard Rodgers
LorenzHart

œAå
œ. œ œ œ œ œ
Gfl G≥—‡ Am‡ D‡ Gfl/B B≤—‡ Am‡ D‡
# c œ œœ œ. œ œ œ ˙ œ œ œ œ #œ
& } œ œ n œj J
I’m a sen - ti - men- tal sap, that’s all What’s the use of try- ing not to fall? I

# œ œ œ œ œ
Gfl G‡ Cfl F‡ G‡ D‡ Gfl Am‡ D‡
œ œ œ œ
& œ œ œ œ œ œ œ ˙. Œ
have no will, You’ve made your kill ’Cause you took ad - van - tage of me.

œAå
œ. œ œ œ œ œ
Gfl G≥—‡ Am‡ D‡ Gfl/B B≤—‡ Am‡ D‡
# œ œ j œ. œ œ œ ˙ œ œ œ œ #œ
& }œ œ œ nœ J
I’m just like an ap - ple on a bough, And you’re gon - na shake me down some - how, So

# œ œ œ œ œ
Gfl G‡ Cfl F‡ G‡ D‡ Gfl B‡
œ œ œ œ
& œ œ œ œ œ œ œ ˙. Œ
what’s the use, You’ve cooked my goose, ’Cause you took ad - van - tage of me.

œBå
# œ œ œ
Em‡
œ
F≥‡
œ œ
B‡
nœ œ œ. nœ #œ bœ œ œ
E‡ A‡ D‡ Gfl B‡
œ
& J Jœ # œ J œ ˙. ‰ J
I’m so hot and both - ered that I don’t know My el - bow from my ear. I

# œ œ œ œ Jœ œ
Em‡ F≥‡ B‡ E‡ A‡ D‡ Gfl Am‡ D‡
œJ # œ n œ œ œ . n œ # œ b œ œ œ ˙. Œ
& J œ
suf - fer something aw - ful each time you go And much worse when you’re near.

œCå
œ. œ œ œ œ œ
Gfl G≥—‡ Am‡ D‡ Gfl/B B≤—‡ Am‡ D‡
# œ œ œ. œ œ œ ˙ œ œ œ œ #œ
& }œ œ œ n œj J
Here I am with all my bridg - es burned, Just a babe in arms where you’re con - cerned, So

# œ œ œ
Gfl
œ œ
G‡ Cfl F‡ G‡ D‡ Gfl (Am‡ D‡)
œ œ œ œ
& œ œ œ œ œ œ œ ˙. Œ
lock the doors and call me yours ’Cause you took ad - van - tage of me.

30
 Since we’re not concerned with putting together a melody version of the song in the course of this
lesson, a simple chord chart may serve our purposes a bit better than the standard notation.

Key of G major

œAå ! C G6 G≥—7 | Am7 D7 | G6/B B≤—7 | Am7 D7 |

1.
| G6 G7 | C6 F7 | G6 D7 | G6 Am7 D7 |

2.
| G6 B7 B

œBå | Em7 F≥7 | B7 E7 | A7 D7 | G6 B7 |

| Em7 F≥7 | B7 E7 | A7 D7 | G6 Am7 D7 ||

œCå | G6 G≥—7 | Am7 D7 | G6/B B≤—7 | Am7 D7 |

| G6 G7 | C6 F7 | G6 D7 | G6 Am7 D7 ||

Note that with the exception of the first ending and the final measures of the bridge and the C part,
chord changes occur at the rate of every two beats. Working with the video, play through the
progression as it is first presented until you develop a degree of fluency with it before attempting
options for variations. When you feel as though you have a good degree of comfort playing through
the progression at a relaxed medium tempo (or quicker tempo, if you prefer that), you can move on
to the various suggestions for alternate voicings and approaches outlined in the remainder of this
section.

Tonic function substitutions in root position and in first inversion: One of the ways in which you can
vary your sound as you play through standards is to use different options for tonic function voicings.
“Tonic function” means functioning as the I chord in the progression. If you look at the progression,
the chords that are suitable for tonic function substitution are the G6 chords, in root position and in
first inversion (G6/B) and the C6 chord. What other voicings are suitable tonic function substitutions?
Well, you could use a …7, a …9, a 6 9, or an add 9. According to your own taste and sense of musical
style, some of these options may sound more suitable for “You Took Advantage of Me” than do others,
but they are all at least theoretically suitable.

A good way to try them out is to try the same option in root position and then first inversion,
substituting for the root position G6 and first inversion G6/B in the first line of the A part of the song.
The video gives some examples of how to go about doing this, and since you’ve already completed
chord diagrams for your first inversion voicings off of the sixth string, you have all the information you’ll
need to try this out. As you work through the different options, make note of how they may possibly

31
affect and change your left hand economies of motion. Chords may be functionally interchangeable
but still require a slightly different set of fingering moves. Once you are comfortable voicing the same
chord type in root position and first inversion, try mixing and matching the chords, for example, using
a …7 chord in root position and a 6 9 chord in first inversion. Your eventual goal is to be able to make
choices between the different chord types on the fly, in musical time, so that you can go for the sounds
that you want, in the moment, without having to map everything out in advance. Be aware that that
kind of fluency does not happen overnight, and will require a great deal of mindful playing and
practice. It’s not the kind of thing you get better at by going on automatic pilot. Nonetheless, with
practice, thought and listening, you can get to a place eventually where your hands seem to make
these kinds of choices almost on their own, and that’s a great feeling.

Walking bass using 7≤5 chords: One of the options for varying the bridge of “You Took Advantage
of Me” that is presented in the video involves alternating between voicings in root position and ones
in second inversion, with the flat 5th in the bass. This option kicks into gear at the F≥7 in the second
half of the first bar of the bridge, and from there to the resolution into G6 has you hitting each chord
in root position, then with its ≤5 in the bass. The first four chords are as follows, and the pattern repeats
after that, as the video shows.

F≥7, C shape F≥7≤5, C shape B7, E shape B7≤5, E shape

1fr. 1fr. 1fr. 1fr.

7thfrm
8thfrm 8thfrm
9 thfrm
x R 3 ≤7 R x ≤5 x 3 ≤7 R x R x ≤7 3 5 x x ≤5 ≤7 3 ≤5 x

The video will provide you with guidance as to the most efficient way of moving between these
shapes. Note that the B7≤5/F, with two ≤5s, ends up being exactly the same fingering as an F7 out
of the C shape. This is hugely helpful in terms of the left hand, since the next chord in the progression
is an E7 and you can just slid the position down one fret, intact. Once again, practice is the key to being
able to play this walking bass passage with the kind of fluency that will make it a pleasure to hear.
As with most things on the guitar, this ≤5 move can be done a host of different ways. For once, I’m
not going to give you a starting point. See if you can figure out two different ways to do the ≤5 walk
through the F≥7-B7-E7-A7-D7 portion of the bridge of “You Took Advantage of Me.” You have all the
tools needed to do it — best of luck coming up with your own variations on the ≤5 walking bass!

A descending chromatic bass line through a circle of fifths progression: The last possibility for
variation that we’ll look at in this lesson involves using chordal inversions to get a descending
chromatic bass line as you move through a circle of fifths progression. In this instance, we’ll be working
with the very same portion of the bridge of “You Took Advantage of Me” that we used for the ≤5
walking bass line: the F≥7-B7-E7-A7-D7 progression.

32
 I don’t know who first figured this out, but it is a fact that you can get a descending chromatic bass
line when moving through a circle of fifths progression by alternating between voicing chords in third
inversion (7th in the bass) and first inversion (3rd in the bass). What is particularly amazing about this
phenomenon is that it works whether you start the bass line on the 7th of the first chord or its 3rd!
Examples may help to make this clearer.

On the video, the F≥7 that starts this portion of the progression is voiced with its 7th, E, in the bass.
This resolves into the 3rd of B7, D≥, which resolves into the 7th of E7, G≥, which resolves into the 3rd
of A7, C≥, which resolves into the 7th of D7, C. We kind of whizzed through that — so what did the
bass line end up being? E-D≥-D-C≥-C, a descending chromatic line, sure enough.

What if we had begun the bass line on the 3rd of F≥7, A≥? That would have resolved into the 7th
of B7, A, which would resolve into the 3rd of E7, G≥, which would resolve into the 7th of A7, G, which
would resolve into the 3rd of D7, F≥. A≥-A-G≥-G-F≥ — yet another descending chromatic bass line.

The aspect of these chromatic descending bass lines that we’ve not dealt with previously in this
lesson is the third inversion voicings, those with the 7th in the bass. We dealt with the first inversion
voicings in some detail earlier. As it turns out, the best candidates for third inversion voicings are the
chord shapes that are voiced R35R, the G shape off of the sixth string, the C shape off of the fifth string
and the F shape off of the fourth string. Let’s look at the C shape first, since it is the one that is used
in the video. As you look at the chord diagrams below, you see first a movable C shape on the interior
four strings of the guitar, followed by a dominant 7 shape with its 7th voiced in the bass.

movable major triad, 7 chord, 3rd inv.,

C shape C shape

1fr. 1fr

x R 3 5 R x x ≤7 3 5 R x

You can see that we were able to get the dominant seventh in third inversion simply by lowering
the lower root, on the fifth string, one whole step, and leaving the upper voices, the major 3rd, the
perfect 5th and the root as they were voiced in the movable triad.

You utilize exactly the same chain of logic to arrive at a third inversion 7 chord out of the F shape.

33
 movable major triad, 7 chord, 3rd inv.,
F shape F shape
1fr. 1fr

x R 3 5 R x x ≤7 3 5 R x

How about a third inversion shape derived from the G shape. This instance is a little more complex.
The G shape is voiced, from the sixth string to the first, R35R3R. Now, you can voice the third inversion
7 chord out of the G shape on the bottom four strings of the guitar, but it ends up sounding a bit murky
and thick. For this reason, and also because we voice first inversion shapes off of the sixth string on
the sixth, fourth, third and second strings, we will similarly voice third inversion shapes off of the sixth
string on the sixth, fourth, third and second strings. The chord diagrams will make our method clear.

movable major triad, 7 chord, 3rd inv.,

G shape G shape

1fr. 1fr

R 3 5 R 3 R ≤7 x 5 R 3 x

You now have the information necessary to get the chromatic descending bass line that alternates
between third inversion shapes and first inversion shapes (or vice versa) on the sixth, fifth and fourth
strings. Once again, having the facility to utilize these options in musical time is not something you
can reasonably expect to master instantaneously. Nor am I suggesting that you devote all of your
practice time to mastering this particular set of moves. What I would suggest is selecting one version
of this chromatic descending bass line and working with it until you can play it smoothly. Once you
can do that, try one of the other options for the very same progression and work on that until you can
play it smoothly. For such a specialized solution to a particular musical context it makes more sense
to peck away at it and build your skills over time then to try to achieve mastery all at once.

34
 That brings us to a close of the materials and knowledge addressed in the first half of the “Expanding
Chordal Horizons” lesson. I hope you have found, and will continue to find value in the information
we’ve gone over here. I should emphasize, too, that as much information as we’ve covered, it is by
no means exhaustive or all-inclusive. There are plenty of other ways of voicing the various chord types
and inversions that we’ve discussed here that remain for you to discover on your own or with further
guidance. One of the exciting things about chord voicing on the guitar is that as far as you may take
it, there are still unexplored possibilities waiting to be discovered. All that is required to make new
discoveries is to remain curious, thinking about your instrument and what you’re doing and
remembering to be guided by your ears and what you hear. Best of luck in your continued studies
and may you make many exciting new discoveries. The next portion of the lesson presents less new
material than this lesson did and focuses for the most part on getting the material that has been
presented here more firmly within your grasp, both in the physical sense and in the conceptual sense.

35