The possible role of carotenoids and their metabolites in disease prevention is far from fully understood, because the bioavailabilities of carotenoids are complicated by multiple factors that affect their absorption, breakdown, transport, and storage. Rapid progress in developing sophisticated methodologies, including use of stable-isotope dilution methods, now allows for an accurate determination of the true vitamin A activity of provitamin A carotenoids. The recent identification of specific enzymes, which catalyze the breakdown of beta-carotene as well as nonprovitamin A carotenoids, is providing a better understanding of the functions of carotenoids at the molecular level. The pathways and possible mechanisms of carotenoid breakdown and factors affecting the bioavailability of carotenoids, such as carotenoid type, food matrix, interaction with other carotenoids and other food components, nutritional status, aging, and infection, are discussed in this review.