How George Benson Uses Pentatonics on "So What": 8 Ideas From His Solo
Oct 29, 2026Short answer: On "So What" (from Beyond the Blue Horizon), George Benson builds much of his solo from minor pentatonics. His main move is playing minor pentatonic from a 5th above the chord: A minor pentatonic over D minor. He also sidesteps a half step out and back, walks up minor sounds the way you'd comp (C minor, D minor, E♭ minor), implies a tritone substitution with B♭ minor over D minor, and repeats a pentatonic slide lick across the bar line to build tension.
This lesson looks only at the pentatonic ideas in the solo; his bebop lines and blues ideas are a separate topic. ▶ 0:26
| # | What Benson plays | Over | The idea | Video |
|---|---|---|---|---|
| 1 | A simple pentatonic phrase | D minor | A clear opening statement | ▶ 0:57 |
| 2 | A minor pentatonic, back to D minor | D minor | Minor pentatonic a 5th above | ▶ 1:47 |
| 3 | B♭ minor sound | E♭-7 | A G♭ major triad over E♭-7 gives the B♭ minor 7 sound | ▶ 3:10 |
| 4 | A line walking up C minor, D minor, E♭ minor | D minor into E♭ minor | Comping ideas in a solo line | ▶ 3:37 |
| 5 | D minor, C♯ minor, A minor pentatonic | D minor | Sidestepping, then breaking the pattern | ▶ 5:37 |
| 6 | A repeated pentatonic pattern | D minor | Repeating his own ideas | ▶ 7:01 |
| 7 | B♭ minor 7 | D minor | Implied tritone substitution | ▶ 8:23 |
| 8 | A repeating slide lick | D minor | Building tension across the bar line | ▶ 9:56 |
Example 1: a clear opening statement
Benson doesn't start his solo by running a bunch of complicated ideas. He states something simple, based on the pentatonic, with a very clear idea. When you work on your own solos, make sure your starting point is a clear opening statement too. ▶ 0:57
Example 2: minor pentatonic from a 5th above
In the next phrase he plays minor pentatonic from a 5th above the chord. We're on D minor, so he plays from A minor pentatonic, then transitions back into D minor with a D blues kind of sound. ▶ 1:47
You could say he's really just playing the 9th of D minor, and that's one way of looking at it. But there are a lot of examples throughout the solo that show he's thinking of it as A minor pentatonic. ▶ 2:23
There's also a little bit of chromaticism here, descending from G into E. It's a very similar concept to what we've talked about with bebop scales, and it keeps you in a D minor sound while adding some chromaticism. ▶ 2:45
Example 3: the same idea on E♭ minor 7
In a later chorus he uses the same minor-from-a-5th-above idea on the E♭-7 section of "So What": he plays a G♭ major triad over E♭-7 and gets the B♭ minor 7 sound through it. ▶ 3:10
Example 4: comping ideas inside a solo line
If you analyze this phrase vertically, you might think Benson is playing C minor pentatonic over D minor. I think that's the wrong way to look at it. When you're on D minor and about to go to the E♭ minor section of "So What," one way to comp is C minor, D minor, into E♭ minor. Benson takes that comping idea of walking up into E♭ minor and uses it in his soloing. ▶ 3:37
That's a helpful reminder for me, because I tend to think of comping and soloing as two separate realms, and Benson uses the same concepts in both. ▶ 4:42
On guitar the line fits really nicely. It starts with a dotted eighth note up front, and it's always just the first and third fingers, which really helps with the picking. He lands on D, which takes him back into D minor, and the phrase continues in D minor pentatonic going into E♭ minor. ▶ 5:05
Example 5: sidestepping and breaking the pattern
This one uses sidestepping and connects to the pentatonic-from-a-5th idea. He plays D minor pentatonic, then what you could think of as C♯ minor pentatonic, a half step down. Because it's set up like a pattern, you expect him to continue it. He doesn't. The third time, he goes to A minor pentatonic instead. ▶ 5:56
That's how I learn from a player at Benson's level: when I expect one thing and he does something different, I want to learn what he's doing, not what I would have done. It's a simple example of how he breaks your expectations even with a little pattern. ▶ 6:20
Example 6: a pentatonic pattern he keeps coming back to
It's just as useful to notice where Benson repeats himself, because that tells you the idea is an integral part of his playing. On D minor he uses the same pentatonic pattern we've seen before, and he plays basically the same phrase earlier in the solo too, also on D minor. ▶ 7:01
If the pattern isn't comfortable in your fingers yet, it's one to work on. Start on a note of the pentatonic, go down two notes in the pentatonic, and come back to your starting note. Then repeat that one pentatonic note lower. In D minor pentatonic, starting on A: A, G, F, A, then G, F, D, G, then F, D, C, F. ▶ 7:53
Example 7: B♭ minor 7 over D minor (an implied tritone sub)
Here he plays B♭-7 over D minor, which seems strange because on the surface a lot of those notes shouldn't work. It would be wrong to analyze the D♭ as a major 7th over D minor. Think one or two levels higher. ▶ 8:23
He's implying a tritone substitution into D minor. Instead of a ii-V like E-7♭5 to A7alt to D-7, he uses the tritone sub: B♭-7 to E♭7 into D minor. He plays lines from that, then slides back into D minor with half-step voice leading from B♭ to A. Once he hits the A, he's back in D minor, and he uses the same chromaticism from Example 2, G down to E, ending on D. ▶ 8:54
| Instead of | Benson implies |
|---|---|
| E-7♭5 → A7alt → D-7 | B♭-7 → E♭7 → D-7 |
Example 8: a repeating slide lick for tension
The last one is strictly D minor pentatonic, and it's a very guitaristic idea. It's a slide in with eighth notes and then a triplet. Start with a third-finger slide, then use your first finger to slide back (don't slide back with the third finger), then restart with the third finger. ▶ 10:06
The lick is meant to be repeated over and over to build tension. It usually happens toward the end of a solo or where you're building to a climax, and that's where Benson uses it. It isn't a full bar long, but he plays it continuously, so the start of the phrase keeps landing on different beats. That gives you the feeling of playing across the bar, a very drummer-like way of controlling accents. ▶ 10:38
Frequently asked questions
What album is George Benson's "So What" on?
The solo in this lesson is from George Benson's Beyond the Blue Horizon.
What scale does George Benson play over D minor on "So What"?
A lot of D minor pentatonic, plus A minor pentatonic, which is minor pentatonic from a 5th above the chord. He switches back to D minor with a D blues kind of sound.
What is playing pentatonic from a 5th above?
Over a minor chord, you play the minor pentatonic whose root is a 5th above the chord's root: A minor pentatonic over D minor, B♭ minor over E♭ minor. You can call it emphasizing the 9th, but Benson's solo suggests he thinks of it as the second pentatonic itself.
Why does B♭ minor work over D minor?
Benson is implying a tritone substitution: B♭-7 to E♭7 into D minor instead of E-7♭5 to A7alt to D-7. He then resolves with a half step from B♭ to A.
What is sidestepping in jazz guitar?
Moving your pentatonic a half step away from the chord and back. On "So What," Benson goes from D minor pentatonic to C♯ minor pentatonic, then breaks the pattern by going to A minor pentatonic.
Keep learning
- How to play like George Benson: his techniques, explained: the full map of Benson's techniques, with a lesson for each
- The two pentatonics in George Benson's "Breezin'" solo: how Benson pairs a pretty and a bluesy pentatonic in a major key
- George Benson's two-chord approach: the bigger-picture harmonic thinking behind ideas like the tritone sub in Example 7
Go deeper
Do you play like Benson? Take the free Guitarist Profile quiz: 10 minutes, and you get your practice mindset, your strongest and weakest skills, and a 28-day plan. Find out what kind of jazz guitarist you are →
If you want me to guide you through learning ideas like these and using them in your own solos, that's what we do inside Chase's Guitar Academy, with a live class every week. You can try it free for seven days.
"What's so fantastic about Chase's Guitar Academy is the structured way it builds step by step — not just repertoire, but vocabulary. And not vocabulary from a random set of rules — it's actual jazz master vocabulary taken from real master solos. This is what has been missing from all the other resources I've used." Julian Gurr, CGA member
50+ five-star reviews from CGA members, most of them on video: read what members say.
Chase Maddox is a jazz guitarist and educator in Miami and the founder of Chase's Guitar Academy. George Benson has called him "an amazing instructor." More free lessons are on his YouTube channel.
