Despite Nono's and Carter's opposing views, divergent compositional aesthetic, and applicability of twelve-tone music, the two composers shared their admiration for the works of the Second Viennese School. In this article, I examine Carter's 1957 and Nono's 1956 analyses of Schoenberg's pivotal twelve-tone work: Variations for Orchestra, Op. 31 (1926–28). The study offers a rare opportunity to look at the same piece analysed by two composers with unique points of view. Completed only a year apart, the analyses illuminate aspects of Schoenberg's work that each composer found most compelling and applicable to their own works. Thus, these analyses, combined with sketches housed at the Paul Sacher Stiftung (Basel), the Library of Congress (Washington, DC), and the Fondazione Archivio Luigi Nono (Venice), not only shed light on Schoenberg's system, but also become a valuable tool for tracking both Carter's and Nono's compositional processes, showing how Schoenberg influenced two schools of thought.