I'll second Matt's chop shop book. Try and relate the Modes to the sounds that each produces- it makes all the math a little less confusing. I learned the modes when I was interested in the music of the Grateful Dead-it made it much easier when I related certain modes to the sound of specific songs. Modes are relatively easy to play, but hard to grasp initially. If you've learned how to harmonize the major scale its easier to see chord/scale relationships. Ionian-the major scale Dorian Minor-a pretty scale and somewhat Jazzy-Santana's Oye Como Va(actually titio punte I think) Phrygian-Spanish sounding-Dimeola used this alot Lydian - happy an alternative to major scale-substitutes b5/#11 for the 4-used in a lot of childrens songs. Mixolydian-=aka the Dominant 7th scale - bluesy or spacy. Aeolian Natural minor Locrian - somewhat strange and exotic sounding. usually heard in fusion I think you're right, this is a more useful way of looking at modes than thinking of them solely as spin-offs of the major scale. To get the sounds of each mode in your head, it's useful to figure them out *from the same starting point*. When you do it as C ionian, D dorian, E phrygian, etc., people often wonder, well, what's the difference, they're all the same notes. Going from the same starting point clarifies the differences better IMO. E ionian: E F# G# A B C# D# E E lydian: E F# G# A# B C# D# E E mixolydian: E F# G# A B C# D E E dorian: E F# G A B C# D E E aeolian: E F# G A B C D E E phrygian: E F G A B C D E E locrian: E F G A Bb C D E Then, if you can relate the modes, as you say, to specific types of sounds you hear in songs, that will help reinforce it. A lot of rock, pop, and folk is actually, in a sense, more modally based than it is conventionally major-minor. For instance, supposed you have a song with a tonal center of E, but the only three chords are E, D, and A. You could hear that as being in E mixolydian (it can't be in A if A is not the tonal center).