The aim of this paper is to explore the dynamics of looking and being looked at in Sarah Waters’s Tipping the Velvet. The analysis is theoretically framed by feminist film theory and the concept of the male gaze. According to Laura Mulvey, classic narrative cinema reflects social views on sexual difference and reaffirms the active male/passive female binary. The novel raises the issue of what happens with the gaze when the protagonists are non- heteronormative, a question further made complex by the theme of cross-dressing, which destabilizes visual gender coding and makes it unreliable. The female narrator is infatuated with a male impersonator only to become one herself, and the visual interaction that spurs their sexual relationship on does not fit neatly into Mulvey’s analysis, as both the bearer of the gaze and its object are female, a woman coded as masculine. The male gaze is further deconstructed as the main female character becomes a prostitute, passing for male and working with male clients. Finally, the novel questions the controlling aspect of the gaze implicit in Mulvey’s essay, as the gaze is reimagined as a potential source of power to be desired and invited.