The ULTIMATE Use Me Chords & Guitar Lesson

Behold… an epic track featuring LA funk royalty!

Below, I want to share some insider tips on how to play guitar in the style used on one of Bill Withers’ most iconic hits. 

This tune only uses 2 chords…

But it’s deep… 

And “in the pocket”... 

So grab your axe, and let’s dive into this “Use Me” chords and guitar lesson!

Who Wrote Use Me?

“Use Me” was written by the legendary American singer-songwriter Bill Withers in 1972. It was released as the second single from his album Still Bill and became one of his biggest hits, reaching No. 2 on both the Billboard Hot 100 and the R&B charts.

The first single from this album was “Lean On Me”. 

“Use Me” lyrics are interesting. The song sings about complexities in a relationship where the narrator is aware he’s being taken advantage of. However, he chooses to stay because of the pleasure he’s getting from it.

The song was recorded at The Record Plant in Los Angeles and produced by Withers along with members of the Watts 103rd Street Rhythm Band. The Watts 103rd Street Rhythm Band is one of the funkiest and most influential soul/funk groups to come out of Los Angeles in the late 1960s and early 1970s. They are LA funk royalty.

Their tight grooves, gritty horn lines, and streetwise energy helped define the West Coast funk sound, and they were closely tied to Bill Withers' rise as well.

 The track features Withers on vocals and acoustic guitar, Ray Jackson on clavinet, Melvin Dunlap on bass guitar, and James Gadson on drums and percussion. 

Gadson’s groove is unparalleled. And, in my opinion, he’s one of the funkiest cats to ever grace a drum kit.

“Use Me” peaked at No. 2 on the Billboard Hot 100 and R&B charts. And live, it was something special. In fact, every time I’ve played this song live it always gets bodies out and moving on the dance floor.

Just take a listen to this live version to hear and feel what I’m talking about:

Now, you may be wondering…

What is the tuning for Use Me?

The tuning for "Use Me", as recorded by Bill Withers, is standard tuning. Bill kept things simple. Standard tuning is spelled: E, A, D, G, B, and E.

Here are the strings:

• E (6th string, lowest pitch)
• A (5th string)
• D (4th string)
• G (3rd string)
• B (2nd string)
• E (1st string, highest pitch) 

All right! 

Now that you know the tuning for “Use Me”, let’s next talk about…

Use Me Chords

To play “Use Me”, as recorded by Bill Withers, you’ll only need to know 2 chords they are Em7 and A7. This progression is often referred to as a ii-V progression, and it’s used in pop and jazz all the time. Let’s take a look at a few ways these chords can be played on the fretboard.

Em7 can be played in the 7th position like this:

Then for A7, I like to take the same shape but shift it to a different location and string set on the neck like this:

If you’ve struggled to understand the fretboard for RHYTHM and LEAD guitar. and want to discover the easiest and fastest way. Then get your hands on my free Fretboard Guide PDF right here now:  

Is Use Me hard to play on guitar?

I would say playing “Use Me” on guitar requires an advanced skill level. There are only 2 chords. So, from that perspective, it’s relatively simple. However, being able to strum 16th note rhythms, combined with muting and nailing the groove, is not easy. So, take your time with this one.

What key is Use Me in?

“Use Me,” as recorded by Bill Withers, is in the key of E minor. The whole song centers around Em, which is “home,” but it does use a dominant IV chord. 

Here’s a quick look at how the chords relate.

The E natural minor scale contains the notes:

E – F♯ – G – A – B – C – D

From this, we can build diatonic 7th chords: 

i – Em7 (E–G–B–D)

iiø – F♯m7♭5

III – Gmaj7

iv – Am7

v – Bm7

VI – Cmaj7

VII – D7 

So Em7 fits perfectly—it’s the tonic chord (i7).

But what about A7?

A7 = A–C♯–E–G

The C♯ note is not in the key of E minor. This makes A7 a secondary dominant. In functional harmony, A7 is the V7 of D (D is the VII chord in E minor). 

So the ii – V – I progression might go:

Em7 → A7 → D 

That A7 introduces a brief modulation or borrowed tension from another key (E Dorian or A Mixolydian), then resolves it. However, that’s from a theoretical perspective. To me, it’s just a bluesy variation.  

So that’s the theory. Next, let’s look at…

What is the strumming pattern for Use Me?

The main underlying groove for “Use Me” is a funky 16th-note feel. In 4/4 time 16th notes mean each beat is divided evenly into four parts. No swing, just tight, crisp precision.

Here’s how you can count 16ths:

1 e & a, 2 e & a, 3 e & a, 4 e & a

(“One-ee-and-uh, Two-ee-and-uh…”)

Each note is evenly spaced, giving you a steady, driving pulse that's perfect for funk, R&B, and tight rhythmic playing.

It feels like: 

da-da-da-da, da-da-da-da, da-da-da-da, da-da-da-da

The groove comes from:

• syncopation (placing accents off the beat)
• ghost notes (subtle percussive hits)
• tight timing (locking in with the drummer)

This feel is locked-in, and full of energy and precision. This concept is the backbone of countless funk riffs – from James Brown to Prince to Vulfpeck.

Here’s an example of a strumming pattern in the style of “Use Me”:

Conclusion

Bottom line, “Use Me” is one of the funkiest songs of all time. The chord progression is simple, but what the band does with it is incredible and deep. 

Keep grooving, and if you want to learn songs way faster, better understand the fretboard for lead and rhythm, and not waste years spinning your wheels with guitar, grab my free fretboard guide here right now: 

Jon MacLennan