How to Improvise on All of Me (Stop Running Scales and Target the 3rds)
- Darren Lloyd
- Feb 16
- 3 min read
Check this video, my solo starts around 01:45. I am always connecting the chord tones (the 3rds a lot) with simple syncopation or more advanced jazz language.
If you’ve ever tried improvising on All of Me, you’ve probably done this:
You play the scale of the chord.Then the next scale.Then the next one.
Technically correct.
Musically… a bit flat.
It sounds like you’re practicing scales over backing chords — not actually improvising.
Here’s the fix.
How to improvise on All of Me
The One Idea: Target the 3rd of Every Chord
The 3rd tells the listener whether the chord is major, minor, or dominant.
If you land on the 3rd when the chord changes, your solo instantly locks into the harmony.
Put on a backing track. Play only these notes. One per chord. Hold them confidently.
No fills. No runs.
Just land cleanly on the 3rd as each chord arrives.
It already sounds more like jazz.
I try to have this note going through my head and use it as a springboard for my phrases using bebop language (later in the post).
Step 2: Add Forward Motion (3 Notes From Below)
Now we make it musical.
Instead of landing straight on F# over D…
Play: Three eighth notes resolving into the 3rd.
You’ve created motion.
Try this on each chord:
Approach the 3rd from below using three ascending eighth notes.
Keep it rhythmically even.
Don’t rush.
Suddenly you’re not running scales.You’re aiming.
By the way, this is not something I invented! It is something I learnt from the great jazz educator Hal Galper. He calls the approach 'Forward motion'.
Check out the book here - Forward motion
Step 3: Approach From Above
Now flip it.
Descending into the 3rd creates tension and release.
Same target.Different flavour.
Step 4: Add Simple Syncopation
Now keep the 3rd as your target and use syncopation and just the chord tones
Step 5: Add Bebop Language
Only now does bebop vocabulary make sense.
Because you understand:
The 3rd is home. Everything else connects to it.
Add:
Chromatic approach notes
Simple enclosures
Passing tones between chord tones
But always know where you’re landing.
Target → Connect → Resolve.
That’s improvisation.
Try This Now!
Bebop rhythm, bebop language, enclosures, chromaticism, approach tones, chord tones...
This is seriously how I have practiced many jazz standards and ther result is a more meldoic sounding solo!
The One Rule
Target the 3rd of every chord.
That’s it.
The 3rd tells the listener exactly what the harmony is.If you land on it when the chord changes, your solo instantly sounds connected.
Put on a backing track and try this:
Play only the 3rd of each chord.One note per change.Hold it confidently.
No fills.No runs.
Just clean targets.
It already sounds more like jazz.
Now Make It Musical
Once you can hear the 3rd clearly:
Approach it with three eighth notes from below.
Then try from above.
Then add simple syncopation.
Then add light bebop language.
But never lose the target.
The 3rd is home.Everything else is decoration.
Target → Connect → Resolve.
That’s improvisation.
If This Clicked…
If this small shift made your solo feel stronger, that’s just the surface.
I’ve put together 5 focused jazz lessons on:
Chord targeting
Bebop language
ii–V–I lines
Pentatonic integration
Forward motion
They’re taken directly from my monthly membership.
You can get them free below.
My jazz membership - Buy me a coffee
Right now there are over 270 members.
I highly recommend level 3 - Why? Because you receive the most support.
Level 1 - Monthly jazz solo, backing track and demo recording
Level 2 - Monthly lesson plan with resources in Bb C Eb and bass clef, along with everything in level 1
Level 3 - Everything in level 1, everything in level 2, deep dive on the solo of the month, lots of bonuses, monthly zoom call (you are invited to this) with a focus on practice. Oppotunity for you to ask questions about anything jazz related. Calls recorded for recap viewing.
I am already a member. How do I get to the 5 free lessons?