Le Carnaval was composed in February 1886 while Saint-Saens was vacationing in a small Austrian village. It was originally scored for a chamber group of flute, clarinet, two pianos, glass harmonica, xylophone, two violins, viola, cello and double bass, but is usually performed today with a full orchestra of strings, and with a glockenspiel substituting for the rare glass harmonica.

This is by far the most famous movement of the suite, often performed sole and is used to showcase the interpretive skills of the cellist. The lushly romantic cello solo is played over rippling sixteenths in one piano and rolled chords in the other. In this arrangement the piano texture has been kept in the guitar part as faithfully as possible.