• Brett Stine

"A Deep Dive into the Voicings of Allan Holdsworth" Version 2.0

Updated: Oct 15, 2019

I want to start by saying the point of this lesson isn't to show you a bunch of "Holdsworth" voicings and then have you use them exactly the way he did, no, the point of this lesson is to try and shed some light on the "bigger picture" approach that "Allan" used when thinking about scales and chords, hopefully, this will inspire you to experiment and maybe start to see and think about things differently than you currently do. You should experiment with these voicings, use different roots, move voices around and try and use them in your own way. After all, I would imagine no one would encourage that more or be happier about you doing that than Allan himself.

All of these voicings were extracted straight out of Allan's tunes, so they are actual voicings that he played; they are not voicings, "In the style of" they are ACTUAL voicings. I watched videos for as many of these as I could to make sure I was fingering the chord the way Allan did. I did, however, move some of them to other string sets so you will occasionally see the same voicing played multiple ways. You should keep in mind that these voicings have been extracted from many different tunes; they are shown here for the most part out of context. I have transposed many of them to a different key.

All the "Major Chords" are "CMaj7" based voicings; all of the "Minor" chords are "Dm7" based, and all of the "Dominant" chords are "G7" based. This leaves all the voicings as accidental free and as simple as they can be. If there is an accidental, then we have left the key, and the chord is coming from a different key or mode. This makes analyzing and figuring out what scale/mode these voicings are coming from, at least for me as simple and as clear as it can be. For example, if a "Minor" voicing contains the notes "D B F A," "Dm6" then we are still in "C," and the scale the chord is coming from is most likely "D Dorian" or "D Melodic Minor" this is of course just two possibilities. If the notes are "D Bb F A", "Dm7#5" or "Dm7b6", in this case, we have left the key of "C" and could now either be in the key of "F Major", "D Aeolian" or "Bb Major" , "D Phrygian", just two of the possible scale/modes the voicing could be coming from. This is pretty basic jazz harmony, so hopefully, this makes sense to you. Same with the "Major" and "Dominant" chords, some of the "Major" chords do have "#11's" and/or "#5's" etc. these are obviously coming from other modes "C Lydian" or "C Harmonic Major" for example. Also, the "Dominant" chords have alterations, so the voicing could be coming from a multitude of scales; "G Super Locrian", "G H.W. Diminished", "G Whole-Tone" etc. these are of course just a few possibilities. A few of the voicings in this collection could be derived from "Messiaen's 3rd Mode of Limited Transposition" as well, and I tried to make a note of this when possible. ( More information on "Messiaen's 3rd Mode" can be found here: "" )

Putting the voicings in this context makes analyzing them a much more simple task, while at the same time leaving them open to interpretation so that I and you can experiment and find as many of the different scale/mode possibilities as we can and then use them in our own way. I hope you can get something out of it.

Most of these voicings can be categorized as, "Drop 2", "Drop 3", "Drop 2 & 4", "Spread Triad's" or some variation of, as well as"Intervallic Structures" or what Allan might call "Sound Families".

"I think of scales as ''sound families'' ( chords are just parts of them)." ~ Allan Holdsworth

For example one of my favorite voicings in this collection is a typical "Dm7" Root Position "Drop 3" with the "9th" added the "5th" omitted and the "3rd" moved from the 3rd string to the 2nd string, but it's still just a "Drop 3". It doesn't have to be any more complicated than that unless you just want to impress your girlfriend because, I'm sure she cares.


Changing the voicing in this way creates an "m2nd" interval between the "F" the "3rd" of the chord and "E" the "9th" of the chord. Allan does this a lot, having intervals of a 1/2-step "m2nd" or a whole-step "M2nd" are a big part of the way he voices chords, it's a big part of why his voicings sound and look as awe-inspiring as they do. This is also one of the reasons why when you watch him play chords, his hands look like for lack of a better word so alien. He's trying to get a particular sound though not impress you with his ability to stretch his hands.


The first chord in this example is just a root position "Drop2", the second chord is one of "Allan's" voicings all he did here was change "G" the "5th" of the chord to an "A" the "6th" of the chord. Giving the chord more color and is a much nicer sounding voicing, but it is still just a "Drop2" chord.

The next chord in this example is a typical root position "Drop2&4" chord. The chord next to it is another one of "Allan's voicings, it's still just a typical "Drop2&4" chord but it is now in "3rd" inversion so it has the "7th" in the bass. You can still call it "Cmaj7" or you can call it "C/B", but it is still just a "Drop2&4" voicing. "Allan" uses this voicing quite a bit actually and I've seen him use it on various string sets, so make sure you practice all these voicings on as many string sets and in as many ways as you can.

I want to use the "3rd" voicing in this measure to try and illustrate how taking chords out of context and trying to name them as individual entities after a musical statement has already been made can be rather challenging, especially when you view voicings the way "Allan" does as just being part of a scale or "family."

“People ask me a lot about chords and the way I think about chords, and the way I do think about chords is; I just think of them as being, say, members of a family." ~ Allan Holdsworth

I like to think of what "Allan" calls "members of a family" as "Intervallic Structures," I dive deeper into this later on.

The "3rd" chord in "bar 3"is another one of "Allan's" voicings, here he changes "E" the "3rd" of the chord to "D" the "9th" of the chord and "B" the "7th" of the chord to "F#" the "#11" of the chord and again creates a more colorful nicer sounding chord. Nither the "3rd" nor the "7th" of "CMaj7" are present in this voicing now so this actually opens it up and it can now be seen and used in many different ways, but keep in mind it is out of context, out of context this voicing looks and sounds more like a "D7" based chord it could be seen and heard as a "D7sus4/C"; we would have "C" the "7th" of the chord in the bass followed by "G" which is the "4th", "D" the "Root" and "F#" the "3rd". (The symbol I used to identify this chord in the sheet music above was "D7sus4/C," "D11/C" would probably have been a better choice since the "3rd" is present but this is being pretty nitpicky and is exactly what I'm trying to convince you NOT to do, which is getting too caught up on names and symbols, so I'm just going to leave it.)

"In bar 4" & "5," of this example, I show all three voicings from "bar 3" being used in a musical context, this is a good example of how you can see a simple chord symbol like "Cmaj7" and then just pull from your "harmonic vocabulary" to make what hopefully ends up being a melodic and musical statement.

"Bar 6" & "7," is an example of what can happen when you try and name every chord in a musical statement after the fact. Trying to see each chord as an individual entity can make for some crazy looking and sounding chord names.

You can do it that way if you want or you can take the big-picture approach as "Allan" does.

"It seemed to me, because of the very nature of the guitar, I could view this very differently, more from an overall picture." ~ Allan Holdsworth

Taking the big-picture approach you would see the chord symbol "CMaj7" and then react by just pulling from the "harmonic palette" or "vocabulary" that you have in "C Lydian" all the notes from "C Lydian" sound great over a "CMaj7" chord and all of the voicings in this example can be seen as coming straight out of that very mode, but again when you extract them things can start to get pretty "iffy" pretty quick. Is the "3rd" chord in bar "3" a "CMaj7" based chord or a "D7" based chord? The answer is, it depends on the context. Try and keep that in mind when going through all these voicings. These two chords do have something in common though they just happen to share the same parent scale, they are the "IV" & "V" chords respectively in the key of "G Major."

It just goes to show how not just these particular voicings but all voicings can be used, seen, heard, and interpreted in a multitude of ways. Don't get too hung up on the names; just find sounds you like and figure out as many different ways to use them as you can. Finding multiple ways of using voicings that you already know and have in your arsenal is a great way to expand your harmonic vocabulary. Change the root, move some voices around and see what you can come up with, be creative in the end isn't that what it's all about.

Getting into the theory of "Drop 2", "Drop 3," "Spread Triad's" etc. isn't something I want to get into in this lesson. I might dive into it in a future lesson, but that information is abundant if you take the time to "Google" it. And you really should look into it before diving into these voicings; it will make your life and your understanding of these voicings much, much more manageable.

I will, however, touch on "Intervallic Structures" or "Sound Families" a little bit as they are a considerable part of Allan's voicing palette. An "Intervallaic Structure" is when you take a set of "intervals" and a "string grouping" and then walk the combination through a given scale, for example, the "Major Scale" or the "Melodic Minor Scale." For example, a prevalent intervallic structure that a lot of modern jazz players such as "Rosenwinkel," "Kreisberg," and "Lund," to name a few, can be found using is the intervallic structure of a "4th & 6th." (See Ex.3 below) Learning voicings in this way and walking them through as many scales/modes and keys as you can, can and will get you headed in the direction of viewing scales, chords, and the fingerboard the way Allan does. "I see a scale family from the lowest available note to the highest available note on the instrument." ~ Allan Holdsworth "I first find a chord voicing I like using notes from the scale and then "harmonize" it by simply moving the voicing up to the next set of notes in the scale. By continuing this process, we end up with seven voicings, all relating to the first chord and scale family." ~ Allan Holdsworth Ex. 3

Above is an example of a "4th & 6th", structure, the "4th" being on strings "3 & 4" and the "6th" being on strings "1 & 2" they are then being played through the "C Major Scale". These should be played on all possible string sets; this is just one example. It does not mean you can ONLY use them when the chord is "CMaj7," and the root is "C." These same voicings can be used for ANY of the chords that exist inside the key of "C Major." "CMaj7, Dm7, Em7, FMaj7, G7, Am7, Bm7b5". Playing these when the root is "E" will create a "Phrygian" sound playing them when the root is "F" will create a "Lydian Sound" and so on. If this doesn't make sense to you, you might want to "Google" "Modes" and do some research on them, but that is outside the scope of this lesson, good luck! Doing this can make the naming of chords a little tricky, though. If you named all of these as separate voicings with "C" as the root, you would end up with voicings that do not contain the "3rd" or the "7th" of the chord. These are the defining notes of a chord; they determine whether a chord is Major, Minor, or Dominant. For example, the last voicing in this group "D G A F" with "C" as the root gives you the "R 9th 5th 6th & 4th". That would give you a "C6sus4add9" that's an overly complicated name in my opinion. Again, just like in our previous example this all comes back to "context." The main objective here shouldn't be to come up with all kinds of crazy voicings and then have to give them overly complicated names. The objective should be to see a simple chord symbol like "CMaj7" and know all the possibilities that are available for you to use. It's a bigger picture way of thinking.

"It seemed to me, because of the very nature of the guitar, I could view this very differently, more from an overall picture." ~ Allan Holdsworth

If your ear is good and you have any sort of musical sensibility and creativity whatsoever, you will be able to use this stuff in a musical and creative way. Let your ear be your guide.

In example 4, I've gone through and changed one note in our "4th & 6th" structure to show how just by changing one note you can get different parent scales and/or modes. If you change the "C" to "C#", you get "D Melodic Minor," If you change the "G" to "G#" you get "A Harmonic Minor," If you change the "A" to "Ab" you get "C Harmonic Major." I highly recommend doing this with as many scales and modes as you can.

Ex. 4

Ex. 5

In Ex. 5 above, I've taken the same concept changed the string grouping to "1 & 2" and "4 & 5" and the intervals to a "4th & 5th" this is essentially a "Drop 2 & 4" voicing, if you want to look at it that way, I did this to show how this concept isn't just limited to the top four strings, you can get creative, spread things out and get some really interesting voicings. Then by changing only one note in our first structure, here I changed the "E" to "F" and got the intervallic structure of a "5th" and a "5th" while staying in the same scale/mode in this case "C Harmonic Major", we are able to get even more voicings out of this approach. Keep in mind since we are staying "diatonic" to the key the "5th's are not always "perfect," the first voicing in our "5th & 5th" set, for example, is a "diminished 5th" or "tri-tone" & a "5th," a "tri-tone" or "augmented 5th" between strings "4 & 5" and a "perfect 5th" between strings "1 & 2." Hopefully, you are starting to see how deep this concept can get and we are just beginning to scratching the surface of where this concept can go; it is only limited by your imagination. Hopefully, by now, you are starting to see just how "Holdsworth-ian" sounding this approach is.

"A name is only a means of identification and communication, but in my case, identification only." ~ Allan Holdsworth

There are some excellent examples of Allan using "Intervallic Structures" or "Sound Families" that can be found on his "REH" video. You can check out some of those examples below (Ex.6).

Ex. 6

(Ex.7) Below is another example from the "REH" video, here Allan breaks down the chord changes for the solo section to "The Things You See." ( I will get a little more into thinking about chords in their basic form vs. thinking about them in a literal sense later. ) In this example, "Allan" verbally calls out the chord changes in their most basic form "Major7", "Minor7," etc. as he is playing, but the voicings he plays use a multitude of added extensions. He is just pulling from his "palette" and "harmonic vocabulary" that he has for each chord. "Jazz/Fusion" musicians typically think about chords and chord symbols in this way. I usually like to break things down into their purest form "Maj7", "min7", "Dom7," and "Triads," then pull from my "palette" or "harmonic vocabulary" and try to make melodic connections.

“One of the things you can practice is your harmonic vocabulary, and you say ok, “AbMaj7”, what do ya got? And then just play all your repertoire of “AbMaj7” and you practice on that. You go through all the different chords and you see what you have in terms of your vocabulary and then when you put a song together you can mix and match all the different sounds. That's kind of the process for me.” ~ Kurt Rosenwinkel

Measure seven is another excellent example of "Intervallic Structures," Allan calls this chord "Kind of like a Cm/E." In the transcription of the solo in the accompanying "REH" book, they use the chord symbol "EMajor7#11", and in the example below, all the notes "Allan" plays are coming from "E Lydian." So, where is the "C" coming from? What is "Allan" thinking here by calling it "Cm/E"? There is no "C" in "E Lydian" the notes of "E Lydian" are "E F# G# A# B C# D#"; let's break it down. "E Lydian" is the fourth mode of "B Major" and "C# Dorian" is the second mode of "B Major", lets look at those notes, "C# Dorian" the notes are "C# D# E F# G# A# B", still no "C" but we can add the "C", if we do we get, "C# D# E F# G# A# B C" these are all the notes in what "Allan" calls "The Jazz Minor Scale", this scale is the eighth scale of "Allan's" "10 Most Useful Scales". "Dorian" with an added, "Major 7th" interval placed between the "7th" and the root. The "C" the root of "Cm" is present and the "Eb or D#" the "3rd" of "Cm" is present but there's still no "5th", he could be thinking about a "Cm(no5th)"/E, the first voicing he plays in this example contain the notes, "E", "Bb" & "Eb", "Bb" and "Eb", are the "7th" and the "3rd" of "Cm" these notes are sometimes called "guide tones" they are the foundation of the "Cm" chord and are the only notes you really need to play to convincingly represent that sound, especially if a bass player is playing the root, in this case, that would be our missing "C". My brain still wants to account for the entire triad though so we need to figure out where the "G" is coming from. Let's keep digging.

The voicing he plays here also looks a lot like a rootless "C7#9" voicing with "E" in the bass so "C7#9/E", he could be thinking that and just calling it "Cm", based on the "guide tones", "Bb" & "Eb", he does, after all, say "Kind of like a "Cm/E" but if we dive just a little deeper and take a look at scale number ten of "Allan's " "10 Most Useful Scales", "Messiaen's 3rd Mode of Limited Transposition" things start to become a little more clear. Starting on "C," we get "C D Eb(D#) E Gb(F#) G Ab(G#) Bb B C," now all the notes of our "Cm" triad are present along with the "E." Now we can all sleep peacefully through the night.

So in his head ( If there is anything in his head ), true fans will get that. I think "Allan" like most "Jazz/Fusion" musicians has all the possible scale choices for a given chord or particular sound in his head and is able to pull from multiple sources at once. Probably why it's so difficult sometimes to decipher what's going on harmonically in his lines, he is drawing from multiple sources at once and is just mixing and matching scales. If you transcribe enough solo's from greats like "Bird," "Trane," etc. you will see that this isn't at all uncommon. This is just the way my brain accounts for the "C," it has to be coming from somewhere. He may be thinking about it entirely differently; this is just my interpretation. You should try and make sense of it for yourself. As the saying goes and as I've clearly shown here "There is more than one way to skin a cat."


Allan talks about his approach to scales and chords pretty extensively in his "REH" video here are a few quotes:

“Well, one of the things that might happen to you is if somebody says “Ok, play me an E major seventh chord,” which is a pretty primitive chord. And if you haven’t been playing very long, you might just play. ( ex.1 ) But that’s a really ugly, disgusting, dissonant sounding chord to me, so you could play another inversion of that; say ( ex.2 ), which sounds a whole lot nicer.” ~ Allan Holdsworth Ex. 8

"When I first started to play, I would see scales written in a book showing, for example, how to play over an altered dominant chord, and on the next page another scale to use on an altered minor chord. Because at that time I was thinking more in positions, I would practice them without realizing I was really just playing the same scale starting on a different note. I would also see a chord shape, and then on the next page, the same shape with another name. I realized then that guitar chords generally only contain four different notes. This makes the naming and clarifying of chords on guitar a little more ambiguous. So it seemed to me, because of the very nature of the guitar, I could view this very differently, more from an overall picture." ~ Allan Holdsworth

“People ask me a lot about chords and the way I think about chords, and the way I do think about chords is; I just think of them as being, say, members of a family. And I think of a four-note chord for example, which most guitar chords are, as just being four members of a family. Say you have a, imagine a seat with eight family members on it and you say “Four stand up; Steven, George, Sarah, Winston”, or whatever, “Stand up!” And then you take a picture of those and that’s that particular chord, but their all members of that one family. So when I hear chords moving from one chord to another, I don’t just hear the static voicing of that particular chord, although that may be important, in a head say for example. I see it more as being the families that change; you change from one chord to the next. So, I just think of chords as being based on scales, so I try to hear the scale-shapes move, you know, from one family to the next as the chords go by.” ~ Allan Holdsworth

"I think of scales as ''sound families'' ( chords are just parts of them). I see a scale family from the lowest available note to the highest available note on the instrument. A name is only a means of identification and communication, but in my case, identification only. I do not think of a scale as having a beginning or an end, a bottom or a top - just a sound. The name I give is for identification only and not for signifying any particular root. I do not give a seven-note scale, seven different names. However, it is very important to hear and remember how each scale ''sounds'' starting from each and every one of these individual notes. I feel harmony should be mobile, so as chord sequences go by, try to hear these as a whole ''sound families'' moving, instead of the four or five notes of a particular chord." ~ Allan Holdsworth


In the example above, you will see a few of my favorite voicing from the collection. I want to get a little more into chord symbols, naming chords, and how convoluted it can get, especially when they are taken out of context. The first chord is shown here the way I think about it as a "Cm triad" over an "E" bass note. This chord contains the notes "C Eb E G" these are the notes of both a "C Minor" triad and a "C Major" triad so you could also view it as a polychord. If you make "E" the root you could call it "EmMaj7#5" and see it that way, you could also view it as "EMaj7#5#9(no3rd), (Ooops, sorry there is a typo in the chord symbol above, the "#5" should come before the "#9", forgive me father for I have sinned. )

In the second measure, you will see another chord with all the same notes as the previous chord but voiced differently and with an "F#" added. I like to think of this chord as just a "CMaj7#9#11" just another sound in my "Major7" sound palette but you could also view it as a "Badd11/C" you have all the notes of a "B Major" triad with the "4th" or "11th" added and with "C" the "b9" of "B" in the bass. This is an overly complicated fairly convoluted way to think about it, in my opinion, though.

So, depending on the root, how the chord is functioning and what scale you choose to use ( I prefer to use "Messiaen's 3rd Mode" starting from "C" or "E Harmonic Mino.r" ) i.e "context", various different chord names and/or symbols could be used to represent these chords, but at the end of the day, none of these names matter the voicings are just sounds and vocabulary that you can draw or pull from "in the moment" to create what hopefully tunes out to be great music! From the example above, you can see how convoluted it can get when trying to name some of these voicings., especially when they are taken out of context like they are here. Again, I want to stress how important it is NOT to get too caught up on the names of these chords. Chord symbols aren't meant to be literal, in most instances, they are just meant to convey a basic representation of the harmony so that the artist can then interpret it in his or her own way. In my first draft of this lesson, I was second-guessing and overthinking how to name a lot of these from the start because I knew no matter what I named them someone was going to have something to say about it. It seems musicians these days would rather argue on social media about minuscule things that in the end don't really matter instead of focusing on what's really important, which is their ability to actually play what it is they are talking about. The only thing that should matter is the music and your ability to play it. Are you creating good music? If so, then great! That's all that matters. All the knowledge in the world won't make you a great player. I like to think about this stuff, break it down and over analyze it, but at the same time, I also don't care, it's just a means to an end. All I care about is the end result, the music!

Think about this and let it sink in for a minute, Allan created some of the greatest music in history and did it using nomenclature that he created, he didn't have a degree from a university, he didn't use any of the standard chord symbols, nomenclature or scale names that most of us know and use and he certainly didn't spend any of what precious little time he had on "Facebook" arguing about music or telling people how or what they should be thinking about when it comes to scales and/or the naming of chords, or how he disagrees with some random musician in a "Facebook" group about how "Coltrane" did or didn't prefer to use a particular concept, sequence of chords or how he did or didn't prefer to use "Melodic Minor" over "Dorian" on an "m7" chord. Nope, he was too busy being the greatest guitarist, composer, improviser, and arguably the greatest musician to ever grace the face of the planet. I know it's not going to happen, but I would like to see musicians stop focusing and arguing about the little things and start focusing on the bigger picture and the only thing that matters. The music! So, after giving it much thought, I have decided to remove the names of the voicings from my first draft and instead you will see "CMaj7', "Dm7", "G7", over a group of voicings, the rest will be left open to interpretation by you the artist. Allan thought about music in his way; I have my way, how you choose to think about it is entirely up to you.

"A name is just a means of identification and communication, but in my case, identification only." ~ Allan Holdsworth

Below are the voicings I've extracted from various tunes all transposed, as I explained above. There are close to a hundred voicings here right now, and I will be adding many more in the future, stay tuned.

Other Holdsworth related lessons can be found at the links below:

( For an in-depth analysis on one of Allan's solos go here: )

( If you want to learn more about one of Allan's favorite scales go here: )

( To learn more about Allan's line playing go here: )

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