Upper Structure - Superimposing - Chord on Chords

Roberto Barlocci
5 min readAug 25, 2024

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Upper Structure, Superimposing, Chord on Chords. This theory or “technique” has many names, but always means the same thing.

What is Upper Structure? As the name suggests, we don’t play normally over the chords as explained in other posts: Improvising on the guitar with arpeggios. Instead, we play over the chords, so to speak, over the structure of the actual chord tones.

I once had a piano teacher who mastered this so well that after a while I didn’t know if the song, the improvisation, was now in C major or in another key. Only when he “returned” to the original key did I know what the actual key was.

Audio Example (Upper Structure)

How does it work?

Theoretically, it’s quite simple. Theoretically. Every chord has its chord tones. In order not to name them absolutely by the note names, so that we can change the notes later, we call it relatively by the intervals as explained here: Scales Chords and Arpeggios for Guitar. Each of these chords has, in addition to the chord tones, the so-called tensions, which can also be found in this post: Scales Chords and Arpeggios for Guitar. Nevertheless, I’ll write them all down again so you can easily find them.

Chords with Tensions

Each of these arpeggios, together with their tensions, also results in a scale.

A list of scales and tabs to play them can be found here.

Now it is very difficult to improvise with individual tensions or cobbled-together scales.
Firstly, you should know every single tension of every chord type and secondly, playing something with it that doesn’t sound forced is more difficult than you think.

That’s why there is a good alternative to memorize these Upper Structure Arpeggios. Instead of thinking in tensions, you can simply superimpose another chord over the actually played chord.

Chord On Chord (Chord over Chord)

Let’s say we hear a C Major 7 chord. The intervals starting from C would then be: 1, 3, 5, 7.

Now we want to improvise over this chord, but with only one tension to make the whole thing a bit more exciting or more Upper Structure-like.

So we play the intervals of a C Major (1, 3, 5, 7), but replace the root (1) with the first tension (9). This results in the following intervals from C: 9, 3, 5, 7.

At the same time, however, it also results in another chord, namely the Em7 chord. However, I advise against memorizing an Em7 chord. Rather continue to think of it as a C Major 7 with the tension 9 (Cmaj7 9). Your fingers will automatically play an Em7 arpeggio, provided you have practiced the arpeggios really well beforehand.

You can see a list of these Upper Structure Chord on Chord formulas here:

Explanation of the Chord on Chord List:

The top row shows the sounding chord. The left column shows the chord you can play over it.

Let’s say you have an endless vamp of a C Major 7 chord (Maj7 chord at the very top). Now you can, for example, play a minor 7 arpeggio from the 3rd tone (which would be the note E from a C), or individual notes from it.

In the image above, you can see a normal C Major 7 arpeggio. In the lower image, a minor 7 arpeggio is marked in blue. So there is only one additional note. If you play these blue notes (Em7) over a C Major 7 chord, you play the second (2) or the 9th note in addition to the arpeggio notes.

Now I will show every combination of chords over chords (Upper Structures). I will try to write down the most playable arpeggios possible.

In each diagram, the original arpeggio is shown in the upper part and the blue marked Upper Structure arpeggio is shown in the lower part with the red root note and the black arpeggio notes of the original chord.

Major7 Section
In this section we always start from a C Major7 chord. Now we play, as described in the first example, a minor 7 arpeggio, starting on the third tone of the Major7 arpeggio.

Minor7 Section
In this section, we will always start from a C minor 7 chord.

Dominant7 Section
In this section, we will always start from a C Dominant 7 chord.

Creating your own formulas

I have certainly not written down “all that exist in the world” here — even if there are quite a few. However, many are covered. Of course you can create your own Upper Structure or Chord on Chord list or expand this one.

  • Take a chord. You can also just take a triad.
  • Find out the tensions of this chord.
  • Decide whether you want to play one, two or three tensions over this chord.
  • Find out what the new chord is called. You will find this out quickly if you are familiar with inversions.

Or use tools that calculate the whole thing mathematically:
https://robertobarlocci.github.io/musical-interval-calculator/

The “wrong” notes
It doesn’t always have to be right. You can mix in oblique sounding notes or even the so-called “avoid notes” with your arpeggio. Played alone over the chord, these wrong notes sound terrible. In context, however, with a correct arpeggio or its tensions, they do not.

For example, you can say that you want a 9, a 13, but also a 4 (4 is the avoid note of a Major7 chord) in a Major7 chord. So you have a new list with the chord tones, two tensions (9 and 13) and one avoid note (4).

You can do the same with two or even three wrong notes.

If you find any errors or other Upper Structure Arpeggios, let me know. Then I will add them to the list.

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Roberto Barlocci
Roberto Barlocci

Written by Roberto Barlocci

Guitarist (Atomic Symphony) and Guitar Teacher at mszu.ch

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