My chosen context for the Twelfth Night by William Shakespeare is Mardi Gras carnival in Lithuania, one of its characters – witch – relation with the fool and three womanhood stages led by moon phases. The characters in my film travels through chaotic, upside down world of revelry which is necessary to experience in order to get back to ordinary life and ensure good luck for rest of the year. Carnival world is set up in 1920’s visual language of George Grosz and Otto Dix artworks.