Prokofiev made numerous transcriptions of his larger works, usually reducing them to effective piano arrangements. In the case of the six waltz movements comprising this suite, he drew on his popular ballet Cinderella (1940 - 1944), his widely-admired opera War and Peace (1941 - 1952), and his little known film score Lermontov (1941 - 1942), and recomposed some of the music to fashion new orchestral versions. He also provided titles for each of the six numbers. Many of these waltzes were also transcribed for piano, the Lermontov item perhaps finding a more suitable home on the keyboard.

The first waltz, "Since We Met," is taken from War and Peace. Actually, some of its thematic roots go back to Prokofiev's score for the unproduced Pushkin drama Eugene Onegin (1936), where the dark second waltz theme heard here is there played tartly by a harpsichord. The waltz music that comprises this number is heard in scene 4 of War and Peace, and features Prokofiev's usual brilliant scoring and ever-imaginative talent for attractive melodies. The second waltz, "Cinderella in the Palace," comes from the Act II ballroom scene in the ballet. The music is ominous and dark here, filled with tension, but is also colorful and lively.

No. 3 is the "Mephisto Waltz" from Lermontov. This is a bright, if somewhat diabolical piece whose lighter side emerges more in this orchestral version than in the more driven and sinister piano rendition. "End of the Fairy Tale," from Cinderella, is the next item. Its lovely theme and lush Romantic trappings are related to Cinderella's love for the Prince. The fifth waltz is "New Year's Eve Ball," from the second scene in War and Peace. So many of Prokofiev's waltzes present a mixture of bright moods and ominous, dark music—and this waltz is yet another example. The colors are bright, to be sure, and the dancers dance in festive surroundings, but the music so often, as here, bespeaks an undercurrent of doom. The last number, "Midnight," presents one of Prokofiev's darkest and most threatening waltzes. It is taken from one of Cinderella's most climactic moments, when she dances with the Prince as midnight approaches. In this rendition, however, Prokofiev spares the listener the clock striking 12 and, instead, gives the number a happy ending.

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