The relationship between creativity, play, and language learning has been of increasing interest over the past decade, but the role of humour itself in SLL remains significantly under-explored. The present study examines humorous language play initiated by a bilingual EFL teacher and taken up by his post-beginner students in a Thai university setting. A framework of verbal art is adopted in order to locate this use of humour in relation to both language play and to creativity more broadly. Textual analysis draws upon the psychological notion of incongruity, as well as upon Bakhtin's "carnival". The verbal humour observed in this class is identified as having two foci: linguistic, relating to word-play, and discursive, relating to social positioning. For students, benefits to learning are recorded in affective, sociocultural and linguistic dimensions. In consideration of the teacher's role, it is suggested that the capacity of humour to "unsettle" requires careful handling.