The three greatest Soviet composers of the 20th century were Prokofiev, Shostakovich and Khachaturian. Although very different in background and type of music, they were all lumped together under the stern eye of Stalin who seemed to take delight in alternatively rewarding and then ruining their lives. Of the three, Prokofiev was the only one who spent much time in the west. In 1948 they were accused of “formalism” which meant they had failed to produce the type of music considered by the Ministry of Agitation and Propaganda as suitably instructive and uplifting for the great Soviet proletariat. Their works have always been popular in the west. Their personal struggle through life as well as musical excerpts from their best known works are given in this fully illustrated lecture.