This project argues that in order to understand the reasons why Japanese society supported the war one must also try to grasp the allure of empire itself in Japanese mass culture in the 1930s - its sense of romance, adventure, and wonder derived from the physical and symbolic violence building and sustaining an increasingly unwieldy imperium. I argue that the interactions in mass culture between the mass media and consumer-subjects as Japan mobilized for total war evolved into a modern-day celebration of carnival -to borrow Mikhail Bakhtin's idea of the French medieval folk carnival challenging the official orthodoxy through laughter and grotesquerie. Carnival in wartime Japan was energized by new media genres and by mass consumption stimulated by the return of economic prosperity in the mid-to-late 1930s. There was therefore a double challenge to state orthodoxy in carnival. The first challenge was a silliness, irreverence, and grotesquerie in mass culture that clashed with the serious, moralistic, and forbidding emperor-system ideology. The second challenge was the persistence and even acceleration of mass consumption to the very end of the 1930s, in defiance of increasingly harsh attempts by state and civilian ideologues to impose a life of thrift and austerity. Yet both challenges also glamorized the imperialist project by forging new links between consumer-subjects and empire that, in some respects, bypassed the state as mediator. In this sense, carnival both undermined and reinforced the imperialist project by enriching and diversifying the inward-looking nationalistic rhetoric of total war. Carnival in mass culture, buttressed by technology and mass consumption, articulated a vision of war and empire with erotic-grotesque-nonsense sensibilities that sharply differed from state orthodoxy stressing patriotism, sacrifice, and ultranationalism yet, in the end, helped secure popular support for imperialism.