The function and centrality of the carnival scene in Fernando Trueba's Oscar-winning film Belle Epoque (1992) leads to a topsy-turvy, upside-down world in which traditional political, religious and social institutions are systematically subverted. In simple terms, the costumes and masks customarily associated with carnival merely provide a means for participants to hide their true identities and become something they are not. In more complex terms, the very nature of carnival establishes a displaced time in which hierarchies are undermined and the possible is juxtaposed with the improbable. As the film's main characters "re-dress" for carnival, a new atmosphere is constructed and conservative 1931 Spain is stood on its head. The paper examines the Bakhtinian descriptions of carnival and how they relate to the town celebration in Belle Epoque to show the intentional inversion and destabilization of conventional conceptions of gender, family, religion and politics.