| STOKOWSKI | Leopold, Londonborn conductor of the music for the 1940 film Fantasia (9) |
| IHEARMUSIC | Popular song composed for the 1940 film Dancing on a Dime |
| JAMESSTEWART | 20th Century American actor who won an Oscar for the 1940 film The Philadelphia Story, also starring 13 Across (5,7) |
| PROKOFIEV | Composer of the music for the ballet Romeo and Juliet (9) |
| GIVEADAMN | 'Frankly, my dear, I don't ____', line by Rhett Butler in the 1940 film Gone With The Wind (4,1,4) |
| BERNSTEIN | Leonard, U.S. conductor and composer who wrote the music for the musical West Side Story (9) |
| SURROUNDSOUND | Audio technique first used commercially for the 1940 animated film Fantasia |
| NYMAN | English composer of the music for the 1993 film The Pianist (5) |
| LLOYD | Composer of the music for The Phantom of the Opera, Cats and Evita (6, 5, 6) |
| ANDREW | Composer of the music for The Phantom of the Opera, Cats and Evita (6, 5, 6) |
| WEBBER | Composer of the music for The Phantom of the Opera, Cats and Evita (6, 5, 6) |
| DELIBES | Who was the French composer of the music for the ballet Copplia? (7) |
| STYNE | Jule, composer of the music for the song Three Coins in a Fountain (5) |
| LOEWE | Frederick ___, composer of the music for the 1947 stage musical Brigadoon (5) |
| WEILL | Kurt ___, composer of the music for The Threepenny Opera |
| PARRY | Hubert -----, composer of the music for the hymn 'Jerusalem' (5) |
| CUKOR | George --, director of the 1940 film 'The Philadelphia Story' (5) |
| TIN | Metallic character in the 1940 film The Wizard of Oz, --- Man (3) |
| COWARDLY | ____ Lion, character played by Bert Lahr in the 1940 film The Wizard Of Oz (8) |
| BRUCEMONTGOMERY | Composer of the music for the first three Carry On films, who also wrote crime fiction as Edmund Crispin |