This research paper's purpose is to analyze <italic>Carnival Music</italic>, focusing on factors that influenced the composer and became an integral part of the piece. These include George Rochberg's previous work on two unpublished manuscripts: &ldquo;Three Commentaries&rdquo; (a series of unpublished manuscripts dated 1968&ndash;1978) and &ldquo;Commentaries on J. S. Bach Sinfonia #9&rdquo; in the <italic>Carnival Music</italic> holograph, two significant motives from J. S. Bach's <italic>Sinfonia</italic> #9 <italic>in F minor</italic>, and the influence of jazz. <italic>Carnival Music: Suite for Piano Solo</italic> consists of five movements: I Fanfares and March, II Blues, III Largo doloroso, IV Sfumato, and V Toccata-Rag. This paper traces the evolution of the composition to the &ldquo;Three Commentaries&rdquo; and to &ldquo;Commentaries on J. S. Bach <italic> Sinfonia</italic> #9.&rdquo; Rochberg's work on these commentaries led to the creation of the <italic>Carnival Music suite</italic>, and to the incorporation of two motives from J. S. Bach's <italic>F Minor Sinfonia</italic>. Rochberg's use of these motives in <italic>Carnival Music</italic> is sometimes obvious, but more often hidden, yet they are vital to the compositional material of the piece. The analysis begins with the movements that use the motives in a straightforward manner and proceeds to movements that appear in more abstract form. Of the two motives, the second clearly plays a more significant role in the composition. All of <italic>Carnival Music's</italic> movements except the third, &ldquo;Largo doloroso,&rdquo; contain the Bach motives in various guises. Rochberg bases the third movement on two four-note cells instead. These cells come from two sources: one is the &ldquo;Commentary I on B-A-C-H,&rdquo; the other is the blues chord. The paper's final chapter examines how Rochberg convincingly composed six improvisations on the blues form for the second movement, titled &ldquo;Blues.&rdquo; The movement is so well crafted it sounds improvised, not composed. In this composition, Rochberg successfully juxtaposes the &ldquo;popular&rdquo; with the &ldquo;serious,&rdquo; and the tonal with the &ldquo;freely chromatic,&rdquo; and he unifies the whole composition with J. S. Bach.