A contemporary of Johnny Mercer, Russian-born poet, composer, and pianist, Vladimir Dukelsky, wrote his first ballet at age eight, gained note as one of Serge Diaghilev's favorite classical composers, and counted Prokofiev and Horowitz among his close friends and colleagues. But there was another side to Dukelsky's genius – a side named Vernon Duke – whose rise to fame in the United States was linked to names like Gershwin and Ziegfeld, and to the scores of the Follies and Broadway productions that brought us "Taking a Chance on Love," "Autumn in New York," and "April in Paris." Following Gershwin's urging to "Try to write some real popular tunes--and don't be scared about going low-brow. That will open you up," Duke straddled two worlds – classical and popular – divided for decades between composing songs for stage and screen under one name, and penning symphonies, oratorios, and chorales under the other. While not as well known as other figures of his ilk, notably Mercer, Oscar Levant, Virgil Thomson, and Jose Iturbi, Vernon Duke exemplifies American Music at its fullest and in its many media incarnations. Drawing on the popular song, the ballet, and the stage review, this paper will explore a selection from the hundreds of Hollywood musical movies that thrived on Duke's balancing of classical and popular idioms.