How to Improvise on Miles Davis’ “So What”: A Beginner’s Guide to Modal Jazz Improvisation
- Michael DeGiovine
- Jul 20
- 6 min read
How to Improvise on Miles Davis’ “So What”
Miles Davis’ “So What” is one of the most important jazz compositions ever recorded. Released on the legendary 1959 album Kind of Blue, the song became a defining example of modal jazz—a style that moved away from traditional chord-heavy improvisation and focused instead on exploring the colors and sounds of musical modes.
For guitarists, bassists, and other improvising musicians, “So What” is an ideal introduction to jazz improvisation. The harmony is simple enough to understand, but the musical possibilities are endless.
Unlike many jazz standards that require navigating rapid chord changes, “So What” gives the improviser space to develop melodic ideas over a single sound. Learning to improvise over this tune will help you understand how great jazz musicians create expressive solos without relying on playing endless streams of notes.
What Makes “So What” Different From Traditional Jazz Standards?
Many early jazz standards are built around chord progressions where each chord suggests a different scale or group of notes. For example, a player might move through several chords in a single measure, requiring them to constantly adjust their approach.
“So What” takes a different approach.
Instead of constantly changing harmony, the song focuses on modal harmony, where the improviser explores one musical color for an extended period of time.
The main idea is:
Less chord movement = more focus on melody, rhythm, and expression.
This gives musicians the freedom to create longer phrases and develop musical ideas over time.
Understanding the Chord Changes in “So What”
The form of “So What” is built around a simple modal progression:
D Dorian → Eb Dorian → D Dorian
The tune begins with 16 bars of D Dorian, moves up a half step to Eb Dorian for 8 bars, and then returns to D Dorian for another 8 bars.
The basic harmony can be thought of as:
Dm7(add4) (16 bars)
E♭m7(add4) (8 bars)
Dm7(add4) (8 bars)
What Chords Should You Play?
A common mistake when approaching “So What” is thinking only in terms of a basic minor 7 chord.
While the chord is often written as Dm7, the famous “So What” voicing and sound comes from adding the 4th.
The chord you want to think about is:
Dm7(add4)
The notes are:
D – F – G – A – C
This creates the open, suspended sound that defines the tune.
When the harmony moves up a half step, the chord becomes:
E♭m7(add4)
The notes are:
E♭ – G♭ – A♭ – B♭ – D♭
These chords are sometimes called So What chords because of their association with this recording.
The important thing is not just playing a minor chord—the added 4th gives you the characteristic modal sound.
The Dorian Mode: Your Main Improvisation Tool
The primary scale used for improvising over “So What” is the Dorian mode.
For D Dorian:
D – E – F – G – A – B – C – D
Compared to a natural minor scale, Dorian has one important difference:
The 6th degree is raised.
D natural minor:
D – E – F – G – A – B♭ – C
D Dorian:
D – E – F – G – A – B – C
That raised 6th gives Dorian its unique sound—minor, but with a brighter and more open quality.
Essential Notes to Target When Soloing
Although you can play the entire Dorian scale, strong improvisers focus on important chord tones.
Over Dm7(add4), emphasize:
D — root
F — minor 3rd
G — added 4th
A — 5th
C — 7th
The note G is especially important because it creates the signature sound of the tune.
Try ending phrases on these notes rather than simply running up and down the scale.
Start With Small Melodic Ideas
One of the biggest mistakes beginners make when improvising is trying to play too many notes.
Great jazz solos are built from simple ideas.
Try creating short phrases using only three or four notes:
Example:
D – F – G – F
Then change the rhythm:
D — F G — F
Then move the idea higher:
A – C – D – C
The goal is not to play more notes. The goal is to create musical statements.
Use Space in Your Improvisation
Miles Davis was famous for his ability to say more with fewer notes.
On “So What,” listen to how much space exists between phrases. Silence becomes part of the music.
When practicing:
Play a phrase
Leave space
Listen to the backing track
Respond with another phrase
Think of improvisation as a conversation rather than a competition to fill every moment.
Approaches for Guitarists
Guitarists can approach “So What” in several ways.
1. Use Dorian Scale Shapes
Learn several D Dorian positions across the neck. Avoid staying in only one box shape.
2. Target Chord Tones
Practice landing on:
F
G
A
C
These notes will make your solos sound connected to the harmony.
3. Use Chord Voicings
Try playing the Dm7(add4) chord shape between phrases. This helps connect your improvisation to the actual harmony.
A Simple Practice Routine
Try this progression:
Step 1:
Play the D Dorian scale slowly.
Step 2:
Play only chord tones:
D – F – G – A – C
Step 3:
Create short two-measure phrases.
Step 4:
Improvise using only five notes.
Step 5:
Add more notes and rhythmic ideas gradually.
The goal is to develop your musical vocabulary, not simply memorize a scale.
Final Thoughts
Miles Davis’ “So What” remains one of the best introductions to jazz improvisation because it teaches an essential lesson: great solos are created through melody, rhythm, and expression—not just playing complicated lines.
Understanding the Dm7(add4) and E♭m7(add4) chords, learning the Dorian mode, and focusing on strong melodic ideas will give you everything you need to begin exploring this timeless piece.
Whether you are a guitarist, bassist, or any other musician, “So What” is a perfect opportunity to experience the freedom of modal improvisation and develop the skills that define great jazz playing.
Frequently Asked Questions
What scale should I use to solo over Miles Davis’ “So What”?
The main scale used for improvising over “So What” is the Dorian mode. Use D Dorian over the D minor section and E♭ Dorian when the song moves up a half step.
What chords are played in “So What” by Miles Davis?
The harmony is based around minor 7(add4) chords: Dm7(add4) and E♭m7(add4). These chords create the open, suspended sound associated with modal jazz.
Is “So What” hard for beginner jazz improvisers?
“So What” is one of the more accessible jazz standards for beginners because it uses simple harmony. However, developing a strong melodic approach takes practice.
What makes “So What” an example of modal jazz?
“So What” is considered modal jazz because it focuses on exploring musical modes rather than moving quickly through traditional chord changes.
Can guitar players improvise on “So What”?
Yes. “So What” is an excellent tune for guitarists because the harmony gives players space to develop phrasing, chord knowledge, and melodic improvisation.
Comments