How the heck do people just improvise a solo on guitar?

I had this question once and wish someone had introduced me to the 3:2 system.

It’s easy to learn and it sounds amazing!

If you’re looking for lessons on how to improvise a melodic solo over a chord progression, this is it.

And the best part: The system will help you play horizontally across the fretboard, rather than being stuck in a box.

I’ll keep it short, show you a few exercises, and then you can apply it immediately.

In this article, I’ll explain: 

  • What the 3:2 system is.
  • How to use it for soloing.
  • How it’s different from pentatonic boxes and the CAGED system.

An easy way to improvise a melodic solo

Just like CAGED, the 3:2 system is a way of mapping out the fretboard.

But: We’re narrowing it down to a few notes and a couple of diagonal shapes.

The name says it all. You play three notes on one string, then two notes on the next.

There are just a few prerequisites for success – make sure you can:

  • Identify notes by name on the low E and A strings.
  • Play single notes either using a pick or playing fingerstyle.
  • Easily switch between strings with your picking hand. 

We’ll go through the system in more detail in a bit, but here’s a first peak at what it looks like:

This is the pattern for the major pentatonic.

The “1” determines which key you are playing in. 

In the example above, the “1” is on the first fret on the low E string, which means, these are the notes for the F major pentatonic scale.

Which notes should I use for a solo?

The note material for the 3:2 system comes from the major and minor pentatonic scales

Both scales consist of five notes and are the most versatile and widely used tools to create melodies.

I didn’t bother learning the pentatonic scale for years because I thought it was only good for playing the blues.

And that was not my jam. 

Once I realized that guitarists rely on pentatonics for soul, R&B, country, rock, and pop music, I changed my mind.

So, yes, it’s worth spending the time learning the 3:2 system even if you have no intention of attending a blues jam any time soon.

Why you shouldn’t learn CAGED (first)

I love the CAGED system.

Pickup Music’s most popular course is the CAGED Learning Pathway - for good reasons. 

It’s a map for your fretboard.

Once you have it, you’ll never get lost again.

Molly Miller teaches the course and she’s certified awesome-ness.

However, there are a few situations where the 3:2 system is the better choice.

If any of these apply to you, I recommend you skip learning CAGED for now:

  • You are a beginner or early intermediate player.
  • You don’t have a lot of time to practice.
  • You struggle to understand and apply music theory.
  • You need to learn how to improvise for a gig – and it’s tomorrow.

How to get out of the box on guitar

The 3:2 system is a great alternative to the pentatonic scale that most people learn – me included.

Here it is in E minor:

It’s great but it’s a box.

You’re stuck in a four-fret area on your guitar – only three frets in open position. 

The 3:2 system covers a lot more square footage.

You can easily incorporate expressive techniques like slides, hammer-ons, and pull-offs.

It's an intuitive approach to pentatonic scales that’ll enhance your ability to flow seamlessly from one end of your guitar to the other.

How we came up with the 3:2 system

The idea was born at Pickup Music when the education team was preparing to launch a new course.

They realized there was a giant leap between learning the first pentatonic box shape and going all-in on the CAGED system.

They wanted to find a way to access soloing with pentatonics that was more accessible than CAGED and more melodic and musical than the box.

Other folks have come up with new systems – like the chair system – or have passed on tricks to break out of the box, so why not create something new at Pickup Music as well?

Explaining the 3:2 system

The 3:2 system is a way to map out both the major and minor pentatonic scale diagonally across the fretboard.

The system consists of two positions:

  • Position 1 starts on the low E string.
  • Position 2 starts on the A string.

For every position, there are two shapes:

  • The first shape covers the low octave.
  • The second shape covers the higher octave.

Everything mentioned above exists in two different patterns: 

  • One covers the major pentatonic.
  • The other covers the minor pentatonic.

The beauty of the 3:2 system is that every note of each pattern is always two frets apart.

It makes it very easy to remember and to play.

To give you an example, below is Position 1 of the minor pentatonic:

Learn the 3:2 system in four steps

Let me take you from memorizing Position 1 of the minor pentatonic to improvising over a backing track.

Step 1: Play the scale

Here’s Position 1 of the minor pentatonic in the key of D:

The first step is to find a way to play the two shapes of this position.

There’s no right way – whatever feels best for you.

You can lead with your index or ring finger. 

Feel free to play one way ascending and another descending.

  • Play from the lowest note up to the 1 on the D string – this is the lower octave.
  • Then play the second octave all the way up to the 1 on the B string.
  • Finally, start from the top and play the scale descending.

Step 2: Learn a lick

Here’s one way to build a melody from the scale:

Step 3: Change the key

If you need to play this scale in a different key, simply align the 1 with the root note of that key.

  • For D minor, we aligned the 1 with the D on the 10th fret.
  • For A minor, you need to shift the whole scale down the fretboard so that the 1 aligns with the A on the 5th fret on the low E string.

See if you can translate both the scale and the lick from D minor to A minor.

Step 4: Solo over a backing track

Lastly, try playing the scale and the lick in A minor over this backing track:


The 3:2 system is perfect for beginners and intermediate players who want to learn how to improvise melodic solos.

There are only four positions in total that cover the entire fretboard.

The positions naturally invite dynamic playing and make it super easy to add slides, hammer-ons, and pull-offs to your solos. 

If you want a step-by-step guide to the 3:2 system, check out our Master Class with Spencer Askin

You’ll be soloing with the major and minor pentatonic in a couple of weeks instead of months.

Author: Julia Mahncke