This paper examines the relationship between emotions, depression and eating disorders. Initially, a review is undertaken of the current state of the research and clinical literature with regard to emotional factors in eating disorders. This literature is then integrated within a version of the multi-level model of emotion proposed by Power and Dalgleish. The aim of this paper is to incorporate a basic emotions, multi-modal perspective into developing a new emotions-based model that offers a theoretical understanding of psychological mechanisms in eating disorders. Within the new Schematic Propositional Analogical Associative Representation System model applied to eating disorders, it is argued that the emotions of anger and disgust are of importance in eating disorders and that the eating disorder itself operates as an inhibitor of emotions within the self. It is hoped that the development of a multi-levelled model of eating disorders will allow for the construction of number of specific testable hypotheses that are relevant to future research into the psychological treatment and understanding of eating disorders.