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Using theories of Mikhail Bakhtin (1968/1984) and Kenneth Burke (1959), I propose that satire in film can function through a comic frame of acceptance, which is akin to the carnivalesque, or through a burlesque frame of rejection. I analyze two films directed by Mel Brooks: Blazing Saddles (1974) and History of the World, Part I (1981). I argue that Blazing Saddles utilizes a comic/carnivalesque frame of acceptance, whereas History utilizes a burlesque frame of rejection.