This course uses oral dictation to improve the student's melodic ear training abilities and their ability to distinguish new and unfamiliar rhythms and melodic passages. The music taught will be based primarily on the compositions of Ralph Alessi, David Gilmore, Steve Coleman, and Andy Milne, where the students will face very specific rhythmic challenges not normally found in standard jazz repertoire. The goal of the course is to give students a first-hand look at the anatomy of some of the music characterized as "M-BASE" and help them to develop the musical muscles to understand and improvise with this music. Although much of this music doesn't "sound like" traditional jazz standards, it draws heavily on the lexicon of that music. Therefore much attention will be given to making a connection between the melodic and harmonic content of M-BASE and the more familiar jazz standards. This is not intended to be a superficial survey on "how to solo over odd time signatures" but rather and extensive study in rhythm and how to develop a rhythmic concept which will open doors for playing in any meter, including 4/4. The approach used strives to encourage students to hear musical phrases rather than time signatures. The process of eliminating the conceptual bar line will help foster a greater sense of freedom, based on understanding the music from the ground up.