This research investigates the means in which to successfully create an arrangement for a small ensemble, in this case, one with the instrumentation of Prokofiev’s quintet op.39. The approach involved a look into the obstacles and benefits of the instrumentation and how one could overcome and make use of these characteristics. Firstly, the relevance of such a research was discussed, contextualising the importance of arranging in general as well as demonstrating the potential of an uncommon ensemble. A further analysis of the arranging procedure follows, pin-pointing particular methods in creating effective textures, colours and nuances. This looks closely at how an ensemble of musicians can add a depth and conviction to conversational interplay through the subtle use of voice leading and accentuating timbral variety. With such a practical research, audio and visual examples are used to reinforce the analysis, conveying the effectiveness of the multitude of resources used and overall outcome of this arrangement. The research therefore argues the importance of arranging, encouraging musicians to explore repertoire and presenting it in a new light.