George Benson's Two-Chord Approach: How to Simplify Any Chord Progression
Oct 29, 2026Short answer: George Benson's "secret of the two chords" is a way of hearing every chord as one of two types. In the key of C, the chords that contain E (CMaj.7, E-7, A-7) are the major type, and the chords that contain F (D-7, FMaj.7, G7, B-7♭5) are the minor type, thought of as D minor. Chords in the same category share chord tones, so one line works over all of them. That lets you improvise over a whole tune with just a couple of sounds, and it lets Benson link several arpeggios from the same category into one line.
This one concept makes it easier to improvise, easier to play fast lines, and simpler to get through even the hardest jazz tunes. It all starts with the chords in one major key. ▶ 0:00
Step 1: Sort the chords of a key into two categories
Start with the diatonic seventh chords in C major: CMaj.7, D-7, E-7, FMaj.7, G7, A-7, B-7♭5. These are four-note chords using only notes from the C major scale. ▶ 0:32
Now group them by one note:
| Category | Think of it as | Chords in the key of C | The note they share |
|---|---|---|---|
| Major type | C major | CMaj.7, E-7, A-7 | E, the 3rd of the key |
| Minor type | D minor (a whole step up) | D-7, FMaj.7, G7, B-7♭5 | F, the 4th of the key (the minor 3rd of D minor) |
I call these categories, because Benson isn't really talking about a strict major chord or minor chord. He's talking about the family of chords that fits with C major and the family that fits with D minor. ▶ 2:10
Why the grouping works
When notes fall on downbeats, we hear them as the important notes in a line. A good improvised line focuses on chord tones on those strong beats. So any chords that share chord tones can take exactly the same line. That's what Benson realized. ▶ 2:48
The major category
I wrote a line in C that lands on E on beat one and beat three and resolves to E.
- Over CMaj.7, E is the 3rd. ▶ 3:23
- Over E-7, the same line still works, because E is now the root. ▶ 3:34
- Over A-7, E is the 5th, so the line works again. ▶ 4:15
There's also a "master line" in the video that uses E-7, A-7 and CMaj.7 arpeggios in one phrase, so you can remember which arpeggios go together. ▶ 4:34
The minor category
The same idea with a line that focuses on the note D:
- Over D-7, D is the root. ▶ 5:09
- Over FMaj.7, D is the 6th, which gives it an F6 kind of sound. There's also a B natural in the line, which gives it a Lydian sound with the ♯11. ▶ 5:41
- Over G7 and B-7♭5 the same line still fits. ▶ 6:00
The master line for the minor category is played over a ii-V-I, because the D-7 and the G7 both simplify into this minor type. ▶ 6:19
How Benson actually uses it: four examples
Here's where it turns into real bebop vocabulary. ▶ 6:50
- Oleo, a short ii-V: Over G-7 and C7, Benson treats the whole measure as G minor, simplifying the C7 into the G minor category. The focus is on notes from the G minor triad: B♭, D, then an enclosure into G. ▶ 7:24
- Off the Top, a longer ii-V: Over C-7 and F7, he uses an E♭Maj.7 arpeggio, which sits in the same category, and then an A-7♭5 arpeggio on the way up for the F7. Being able to reach any chord in the category is one of Benson's specialties. ▶ 8:19
- Texas Tango, over a static minor chord: The chord is B♭-7 in the key of D♭, so it's the vi chord. The vi belongs with the I and the iii, so over B♭-7 he plays a D♭Maj.7 arpeggio, an F-7 arpeggio and the B♭-7 arpeggio. All three chords in the major category show up in one double-time lick. This one is from a live recording with Robben Ford that you can find on YouTube. ▶ 9:00
- Oleo again, over D7♯11: A dominant chord goes with its related ii chord, so D7 is A minor type. But the minor type doesn't have to be Dorian. If you want the more colorful extensions, treat it as melodic minor. Benson plays an A minor-major 7 arpeggio (A melodic minor) over D7♯11, which gives him the ♯11. ▶ 10:02
Step 2: Apply it to tunes
This is the most important part, because it's how you put the idea into the tunes you're actually playing. ▶ 11:27
Take the A Train (A section)
| Chord | Category |
|---|---|
| CMaj.7 | C major type (CMaj.7, A-7, E-7) |
| D7♯11 | A minor type (A melodic minor if you want the ♯11) |
| D-7 – G7 | D minor type (same as the ii chord) |
| CMaj.7 | C major type |
You can take it one step further. The C major type and the A minor type share the same chord tones, so you can treat the whole first four bars as one C major idea. If you want the G♯ (the ♯11 from A melodic minor), add it in. Otherwise it's really just two sounds: C major type and D minor type. That's the secret of the two chords. ▶ 12:43
This next step is close to how Pat Martino thinks about harmony, and I made a separate lesson on it: Pat Martino's minor conversion method.
Stella by Starlight
Stella has a lot of minor 7♭5 chords and altered dominants, so two more rules help: ▶ 14:00
- Minor 7♭5: go up a minor 3rd. In C, B-7♭5 was in the D minor category. So the first chord of Stella, E-7♭5, becomes G minor type.
- Altered dominant: without getting into too much theory, move up another minor 3rd. A7alt becomes B♭ minor, and those notes work really well over it. ▶ 14:38
Because ii-Vs take up so much of the tune, each two-chord ii-V can usually be simplified into one sound. ▶ 15:03
| Chords | Think |
|---|---|
| E-7♭5 → A7alt | G minor → B♭ minor |
| C-7 → F7 | C minor for both |
| F-7 → B♭7 | F minor |
| E♭Maj.7 | E♭ major type |
| A♭7 | E♭ minor (its ii chord) |
| B♭Maj.7 | B♭ major type |
| E-7♭5 → A7alt | G minor → B♭ minor (same as before) |
| D-7 | B♭ major type (D-7 is the iii chord of B♭) |
| B♭-7 → E♭7 | B♭ minor |
| FMaj.7 | F major type |
| E-7♭5 → A7alt | G minor → B♭ minor |
| A-7♭5 → D7alt | C minor → E♭ minor |
Notice the D-7: in the key of C it was the minor category, but in Stella, B♭ major is the home key, so D-7 is the iii chord and goes with the B♭ major type. ▶ 16:08
At the end of the video I take a simple solo over the main section of Stella and call out each category as the changes go by, so you can hear how much it simplifies things. Try it over Stella, or over Take the A Train if that's more your speed. ▶ 16:40
Frequently asked questions
What is George Benson's "secret of the two chords"?
It's Benson's way of simplifying harmony: every chord is heard as either a major type or a minor type. In C, CMaj.7, E-7 and A-7 are the C major type, and D-7, FMaj.7, G7 and B-7♭5 are the D minor type.
How do I play like George Benson over chord changes?
Sort the chords into those two categories, then play lines that land on the shared chord tones on the strong beats. Within each category, link arpeggios of any of its chords, the way Benson plays an E♭Maj.7 arpeggio over C-7 or a D♭Maj.7 arpeggio over B♭-7.
Which category does a dominant 7 chord go in?
A dominant goes with its related ii chord, so G7 is D minor type and D7 is A minor type. For a ♯11 sound, treat that minor as melodic minor; for an altered dominant, use the minor a minor 3rd above the ii chord's minor (A7alt becomes B♭ minor).
How is Benson's approach different from Pat Martino's?
Benson keeps two sounds, a major type and a minor type. Going one step further gets you into the way Pat Martino approaches harmony, which I cover in my lesson on Pat Martino's minor conversion method.
Can you use the two-chord approach on hard tunes like Stella by Starlight?
Yes. Most of Stella is ii-Vs, so each ii-V simplifies to one minor sound, the major 7 chords become major types, and the whole first section comes down to a short list of minor and major sounds.
Keep learning
- How to play like George Benson: his techniques, explained: the full map of Benson's techniques, with a lesson for each
- How to play fast arpeggios like George Benson: his fast arpeggio lines link the arpeggios from one category
- How George Benson makes 'wrong' notes sound right: what happens when he plays outside the category on purpose
Go deeper
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