Why Paul Butterfield Is Worth Listening To (and Learning From)
If you want to sound more melodic and intentional when you solo, studying Paul Butterfield is a great place to start. In this lesson, I’m going to break down some of the licks he played in his version of The Thrill Is Gone—they’re full of feel, simple ideas, and smart repetition.
You’ll need a harmonica in the key of D, and we’re playing in third position—which means we’re in A minor. I’ll walk you through everything slowly and explain not just the notes—but how they fit the chords and why they work so well.
Click here to download resources
Before You Start—Here’s What You’ll Need
Grab a D harmonica—we’re in third position, so we’re playing in A minor.
Very important note here: every time you see a 3 draw in this tune, it needs to be bent down a semitone. That’s what gives it the minor feel. If you miss that bend and hit a clean 3 draw, it’ll sound completely wrong over the backing. Just keep that in mind all the way through.
Lick 1: The Pickup That Starts It All
Here’s how the first lick goes:
4 draw
4 draw bend
4 blow
3 draw with a half-step bend
These are all 16th notes—which means you’re squeezing four notes into one beat. You’re coming in on beat four, just before the 12-bar blues starts. The most important part is hitting that 3 draw bend right before beat one—it sets up the rest of the solo.
Lick 2: A Little Shift in Rhythm
Now we’ve got:
4 draw
4 blow
3 draw half-step bend
2 draw (twice)
This lick starts just after beat three, and the 3 draw bend lands right on beat four. Again—watch that semitone bend. It’s subtle, but really important for keeping the minor tonality.
Lick 3: Same Shape, Different Feel
This one is basically lick 1—but with a clever twist at the end:
4 draw
4 draw bend
4 blow
3 draw half-step bend
4 blow
That last 4 blow is the root of the IV chord that’s just arrived in the 12-bar progression. So Butterfield is using that note to reflect the chord change—a really smart way to let your solo follow the backing.
Lick 4: Bring Back an Old Friend
Here he just repeats lick 2. And that’s a good thing.
Repeating licks like this gives your solo structure and helps the listener follow along. You don’t need to play something new every time—sometimes the best thing is just to play the same thing again, but with confidence.
Lick 5: The Big Finish
This one’s a little busier—so I’m going to break it into chunks.
Start just before beat four with:
3 draw half-step bend – 4 blow – 4 draw bend
Then move into a fast 16th-note run:
4 blow – 3 draw bend – 4 blow – 3 draw bend – 4 blow – 3 blow – 3 blow
Now—this is the only time I’ll say this—but it’s okay to use 3 blow instead of 2 draw at the end. You’ve got to get to that note quickly, and in this case it makes more sense for the timing and the feel. Otherwise I’d never tell you to do that!
Why These Licks Work So Well
It’s not about showing off—it’s about playing something that fits. Butterfield isn’t trying to cram a million notes in. He’s using a small number of ideas and developing them slowly across the form. The repetition gives it structure. The bends give it expression. And the phrasing gives it life.
If you want to sound more like a real blues player—this is a brilliant example of how to do that.
Want More Ideas for Minor Blues Playing?
If you enjoyed this, you might want to check out my Third Position Basics Lesson—it’ll give you a deeper understanding of how to play over minor key tunes and build up your own licks.
Final Thoughts
Take your time with these. Don’t rush through the notes—really listen to what you’re playing and how it fits the backing. Once you’re comfortable with the individual licks, play along with the original or use the backing track to try and lock in the feel.
Butterfield had an amazing sense of phrasing—and the more you study this kind of solo, the more it’ll start to show up in your own playing.
