Somax2 is an application for musical improvisation and composition. It is implemented in Max and is based on a generative model using a process similar to concatenative synthesis to provide stylistically coherent improvisation, while in real-time listening to and adapting to a musician (or any other type of audio or MIDI source). The model is operating in the symbolic domain and is trained on a musical corpus, consisting of one or multiple MIDI files, from which it draws its material used for improvisation. The model can be used with little configuration to autonomously interact with a musician, but it also allows manual control of its generative process, effectively letting the model serve as an instrument that can be played in its own right.