Total knee replacement and high tibial osteotomy are common orthopaedic operations with low complication rates. Such surgery is in close proximity to the popliteal artery (PA), the behaviour of which during flexion of the knee is poorly understood. We used Duplex ultrasonography to determine the distance of the PA from the posterior tibial surface at 0 degrees and 90 degrees of flexion in 100 knees. When the knee was flexed the PA was closer to the posterior tibial surface at 1 to 1.5 cm below the joint line in 24% and at 1.5 to 2 cm below the joint line in 15%. There was a high branching anterior tibal artery in 6% of knees. We provide an anatomical account to help to explain our findings by using cadaver dissections, arteriography and static MRI studies.