Samael was the great prince in heaven. After God created the world, Samael took his

band of followers and descended and saw the creatures that God had created. Among

them he found none so skilled to do evil than the serpent, as it is said, Now the serpent was

the shrewdest of all the wild beasts (Gen. 3:1). Its appearance was something like that of a

camel, and Samael mounted and rode upon it. Riding on the serpent, the angel Samael

came to Eve in the night and seduced her, and she conceived Cain. Later, while Eve was

pregnant by the angel, Adam came to her, and she conceived Abel.

   Others say it was the serpent himself who seduced Eve, for after he saw Adam and Eve

coupling, the serpent conceived a passion for her. He even imagined killing Adam and marrying

Eve. So he came to Eve when she was alone and possessed her and infused her with

lust. That is how the serpent fathered Cain, who was later to slay his own brother. And that is

how Eve was infected with his impurity. As a result, all of Israel was impure from that time

until the Torah was given on Mount Sinai. Only then did Israel’s impurity cease.

   When Cain was born, Adam knew at once that he was not of his seed, for he was not

after his likeness, nor after his image. Instead, Cain’s appearance was that of a heavenly

being. And when Eve saw that his appearance was not of this world, she said, I have

gained a male child with the help of Yahweh (Gen. 4:1).

It was not until the birth of Seth that Adam had a son who was in his own likeness and

image. From Seth arose all of the generations of the righteous, while all the generations

that descended from the seed of Cain are wicked, until this very day.


   This myth is a response to the enigmatic verse in which Eve says, I have gotten a man

with the aid of Yahweh (Gen. 4:1). Targum Pseudo-Yonathan translates this verse as “I

have acquired a man, the angel of the Lord.”

   One reading of this verse in the Talmud (B. Shab. 146a) suggests that Eve had intercourse

with the serpent: “When the serpent consorted with Eve, he cast impurity into

her.” This interpretation is echoed in the Zohar: “From the impurity with which the

serpent infected Eve emerged Cain.” Pirkei de-Rabbi Eliezer builds on the talmudic interpretation,

but changes it in an essential way. Here the true father of Cain is the

angel Samael, who came to Eve riding on the serpent. Indeed, in this passage the

angel and serpent are closely linked, creating a satanic figure and suggesting that Eve

had intercourse with the serpent, a powerful phallic symbol.

   In Pirkei de-Rabbi Eliezer, the Torah upbraids Samael as he rides upon the serpent

like a camel: “The Torah began to cry aloud, saying, ‘Why, O Samael, now that the

world is created, is it time to rebel against God? Is this the time to lift yourself on

high? God will laugh at the horse and its rider.’” This establishes the role of the Torah

as the defender of the human race against the evil intentions of Samael.

   Zohar 1:36b explains that two came upon Eve, the serpent and Adam, and that she

became pregnant from both of them, and bore two sons. The son of the serpent is, of

course, Cain. In order to explain why Cain was evil and Abel was good, Zohar 1:54a

explains that Cain was conceived from the side of unholiness and Abel from the side

of holiness. As a result, Abel was in the likeness of God’s image, as stated in the verse

And God created man in His image (Gen. 1:27). But Cain was of the likeness of the nether

image. Just what this is isn’t clear, although one commentary, Ziv ha-Zohar, identifies

the nether image as that of an ape. Because Cain was from the side of the Angel of

Death (another possible explanation of the “nether image”), he killed his brother.

The idea that Eve was infected by the impurity of the serpent when she had intercourse

with it attempts to portray women as not only impure, but also untrustworthy. It

is part of an extensive antifeminine bias found in some rabbinic texts. However, in other

texts, Eve is portrayed in a very favorable manner. She is regarded as the mother of all

generations, and she is called a life-giver, who nursed the whole world (B. AZ 43a).

   The serpent of Genesis becomes transformed in kabbalah into a principle of evil,

the primal serpent who makes its home in the darkness of the Sitra Ahra, the Other

Side. It is a serpent by the road, a viper by the path (Gen. 49:17). It comes down from

above, swims across bitter waters, and descends in order to deceive, lying in wait to

ambush mankind with sins. The Sitra Ahra is the realm of evil. It is said to be ruled by

Samael and Lilith. The primal or primordial serpent is an archetype of evil, based

upon the serpent in the Garden of Eden. In this realm it functions as a force of evil, an

exaggerated version of the Yetzer ha-Ra, the Evil Impulse in every person. Here this

impulse is understood to be an underlying principle in the concept of an evil realm.

Evil, however, flourishes only in the absence of good. The Zohar describes this serpent

as “eternal death, on the left side, that enters into a man’s innermost secret parts”

(Zohar 2:52a).

   See the closely related myth, “The Seed of Cain,” p. 448. For a Hasidic tale about

the primal serpent, see “Reb Shmelke’s Whip” in Gabriel’s Palace, p. 226.



Targum Pseudo-Yonathan on Genesis 4:1; B. Shabbat 145b-146a; B. Sota 9b; B. Yevamot

103b; B. Avodah Zarah 22b; Genesis Rabbah 18:6; Pirkei de-Rabbi Eliezer 13, 21, and

22; Zohar 1:28b, 1:36b-137a, 1:54a, 1:55a; 1:243b, 2:52a; Magen Avot 53.





When the generation of the Flood went astray, God began to regret having created humans.

Then two angels, Shemhazai and Azazel, reminded God that they had opposed

the creation of humans, saying, What is man, that You have been mindful of him? (Ps. 8:5).

God replied: “Those who dwell on earth are subject to the Evil Inclination. Even you

would be overpowered by it.” But the angels protested, saying: “Let us descend to the

world of humans, and let us show You how we will sanctify Your name.” And God said:

“Go down and dwell among them.”

   So the two angels descended to earth, where they were certain they could resist the

power of the Evil Inclination. But as soon as they saw how beautiful were the daughters

of men, they forgot their vows and took lovers from among them, even though they were

defiling their own pure essence. So too did they teach them secrets of how to entice men,

as well as the dark arts of sorcery, incantations, and the divining of roots.

   Then the two angels decided to select brides for themselves from among the daughters

of men. Azazel desired Na’amah, the sister of Tubal-Cain, the most beautiful woman

on earth. But there was another beautiful maiden, Istahar, the last of the virgins, whom

Shemhazai desired, and she refused him. This made him want her all the more.

   “I am an angel,” he revealed to her, “you cannot refuse me.”

   “I will not give in to you,” Istahar replied, “unless you teach me God’s Ineffable Name.”

   “That I cannot do,” Shemhazai replied, “for it is a secret of heaven.”

   “Why should I believe you?” said Istahar. “Perhaps you don’t know it at all. Perhaps

you are not really an angel.”

   “Of course I know it,” said Shemhazai, and he revealed God’s Name.

   Now as soon as she heard the holy Name, Istahar pronounced it and flew up into the

heavens, escaping the angel. And when God saw this, He said: “Because she removed

herself from sin, let Istahar be set among the stars.” And Istahar was transformed into a

star, one of the brightest in the sky. And when Shemhazai saw this, he recognized God’s

rebuke of his sin and repented, hanging himself upside down between heaven and earth.

But Azazel refused to repent, and God hung him upside down in a canyon, bound in

chains, where he remains to this day. That is why a scapegoat is sent to Azazel on Yom

Kippur, the Day of Atonement, bearing the sins of Israel.

   Others say that when the two angels, Shemhazai and Azazel, came down to earth, they

were still innocent. But they were corrupted by the demonesses Na’amah and Lilith. The

children they bore were the giants of old, known as the Nefilim, or Fallen Ones. They bore

six children at each birth, and in that very hour their offspring stood up, spoke the holy

language, and danced before them like sheep. There were said to be sixty in all. These

giants had such great appetites that God rained manna on them in many different flavors,

so that they might not eat flesh. But the Fallen Ones rejected the manna, slaughtered animals,

and even dined on human flesh.

   Still others say that the offspring of the fallen angels were tall and handsome, and had

greater strength than all the children of men. Because of the heavenly origin of their

fathers, they are referred to as “the children of heaven.”


The primary mystery of Genesis 6 is the identity of the Sons of God. Anthropologists

have suggested that they may have been a tribe of exceptionally tall and handsome

men who appeared and were irresistible to women. But the ancient rabbis were

certain that the Sons of God were angels, although an alternate version in Aggadat

Bereshit identifies them as the Sons of Cain. As a model, the rabbis drew on the prologue

to Job, where God and Satan agree to test Job to see if he is truly righteous. Here

God has a dialogue in heaven with two angels, Shemhazai and Azazel, who condemn

the corrupt ways of men. God argues that if they lived on earth they would behave

the same way, because everyone on earth is subject to the Yetzer ha-Ra, the Evil Inclination.

The angels insist that they would remain righteous, and they convince God to let

them descend to earth (in some versions, by Jacob’s ladder). When they do, they are

immediately filled with lust for the beautiful daughters of men, and use their heavenly

powers to satisfy their desires. And the offspring of these unions are described as

the Nefilim, which has been interpreted to mean giants. Thus the account in Genesis 6

also provides the origin of giants.


   In some versions of this myth, the two angels end up coming down to earth not to

demonstrate their ability to resist the Evil Inclination, but because God cast them out

of heaven for opposing the creation of man. According to Zohar Hadash, Ruth 81a, the

angels acquired human form as they descended from on high. When they mated with

human women, the “daughters of men,” their offspring were the Nefilim in Genesis

6:4, which literally means “fallen beings.”

   There are many variants of the story of the two angels from a wide range of sources,

including The Book of Enoch (1 Enoch) and Yalkut Shim’oni. The best-known of these

stories concerns two maidens, Istahar and Na’amah, whom the two angels sought to


   Note that this story, with its fairy-tale quality, manages to explain who the Sons of

God were, how they brought corruption to the earth, and the origin of giants. The

story also demonstrates that no one, not even angels, is immune to the Evil Impulse.

Indeed, so corrupt did the angels become, that it is said that in the end they indiscriminately

enjoyed virgins, married women, men, and beasts. The Sons of God are

also blamed for having invented the use of ornaments, rouge, and multicolored garments

to make women more enticing. The daughters of men are identified as the children

of Seth, Adam’s son, and therefore are human (Zohar 1:37a). The heroine of the

story is, of course, Istahar, the virgin who resisted the advances of Shemhazai, and

was turned into a star. Istahar is a variant name for the Mesopotamian goddess Ishtar,

who was equated with the planet Venus, the brightest star. As for Na’amah, the young

woman who is said to have overwhelmed Azazel with her beauty, she is identified as

the sister of Tubal-Cain. In later legends, Na’amah is also identified as a sister or daughter

of Lilith.

   In most versions of this myth, Istahar demands to be told God’s secret Name, the

Tetragrammaton (YHVH). But in one alternate version in Beit ha-Midrash 5:156, which,

because it mutes the sexual elements of the story, might be described as a midrash for

children, she demands that he let her try on his wings. At first he denies that his wings

come off, but when she insists, he takes them off and lets her put them on and at that

moment she flies off into heaven and is transformed into a star.

   In later versions of this legend, the role of Shemhazai is diminished, while the role of

Azazel is expanded, until Azazel is virtually identified with Satan. Ultimately, it is

Shemhazai who repents and Azazel who does not. This leads to subsequent legends

about the evil-doings of Azazel. According to Yalkut Shim’oni, Istahar became a star set

among the seven stars of the Pleiades, while Shemhazai, hung upside down between

heaven and earth, became the constellation Orion. Thus this myth may also be viewed

from an astrological perspective as the origin of the constellations Pleiades and Orion.

   There are strong echoes of Greek mythology in the myth of the Sons of God and

daughters of men. In bringing heavenly secrets to earth, the Sons of God function

much as does Prometheus when he steals fire from heaven and brings it to earth. For

more on Prometheus stealing fire from heaven see Graves, The Greek Myths, 39g. There

is also a strong parallel to the fate of Istahar in the story of Zeus setting Callisto’s

image among the stars. See Graves, The Greek Myths, 22h. See also “Adam Brings Down

Fire from Heaven,” p. 137.



Targum Pseudo-Yonathan on Genesis 6:1-4; Yalkut Shim’oni, Bereshit 44; Midrash Avkir

in Beit ha-Midrash, 4:127-128; The Book of Jubilees 4:15, 4:22, 5:1-3; 1 Enoch 6:14;

Bereshit Rabbati 29-30; Pirkei de-Rabbi Eliezer 22; Zohar 1:37a; Zohar Hadash, Ruth

81a; IFA 10856.





The natives of the city of Luz are spared the dangers that confront all other human beings.

The histories of the city, reaching back for centuries, are filled with every detail of

learning and life. Yet these same histories, though complete, do not record a single war, a

single flood or fire, nor the death of a single person. For so safe are the citizens while they

live inside the city, even the Angel of Death can do them no harm.

   Some say Luz is so safe because it was built on the spot where Jacob had the dream of

the ladder reaching from earth into heaven, with angels ascending and descending on it.

Others say that the Holy One set aside Luz after the Fall of Adam and Eve, to preserve

one boundary in this world that the Angel of Death could not cross. In any case, not even

the armies of Nebuchadnezzar could disturb the city. Nor do the people suffer from internal

strife. For all who are born inside the city have their names inscribed in the Book of


   The precious dye known as tekhelet was made in this city. The Torah commands that

this dye be used in dyeing a thread of the fringes of the tallit (prayer shawl). But no one

knew how the dye was made, or whether it was derived from a snail or shellfish. This

dye was said to be available in the city of Luz, but no one knew how to get there. King

David is said to make his home there, thereby avoiding death for all time. That is why

Jews sing a famous song with words that mean “King David is alive” (David melekh Yisrael

hai ve-kayyam). After learning that Jews sang such a song about King David, the Turkish

sultan accused them of obeying King David instead of him. He demanded a gift from

King David, one that only King David could give him. Messengers were sent on a quest

to the city of Luz. Then reached it through one of the caves that lead directly to the Holy

Land, discovered the secret entrance, and found King David in the city, who rewarded

them with an apple from the Tree of Life. This apple later saved the sultan’s daughter

from a sleeping sickness, and the Jews of the community were suitably rewarded.

   The walls that surrounded the city of Luz had no apparent entrance, since the city

would otherwise have been deluged by those seeking eternal life. But there was an almond

(luz) tree that stood before the gates, from which the city is said to have taken its

name, with a hollow trunk, which led to a secret cave that passed beneath the walls and

emerged inside the city. It was this exit that the inhabitants of Luz had to take if they

chose to depart from the city.

   Yet despite their safety and the great blessing of immortality, there was one mystery

that absorbed the wise men at night, and one source of sadness that caused the families

to suffer from time to time. For in the course of a life it always happened that very old

people would take leave of their families and walk off alone, to make their way into the

world outside the walls of the city.

   Why would anyone, young or old, choose to abandon such a city? And why did these

wanderers never come back? Some are believed to have grown tired of living, others to

have been called by an angel to another place. But when they passed through the hollow

trunk and reentered the mortal world, they are said to have found the Angel of Death

waiting there to take their lives and bury them in the fields beyond the walls.


   The earliest references to the city of Luz appears in Genesis 28:19: And he called the

name of that place Beth El, but the name of the city was Luz at first. Thus Luz is identified

with the place where Jacob had his famous dream of the ladder with angels ascending

and descending. What was so special about this place? The myth grew up that it was

the location of a city of immortals, and all who entered there were spared the Angel of


   The commandment for the use of the blue dye (tekhelet) derives from Numbers


   This legend of a city of immortals is unique in Jewish literature, although the notion

of a boundary that the Angel of Death cannot cross appears in the Zohar (4:151a),

referring to the Land of Israel as a whole rather than to the city of Luz: “It is the

Destroying Angel who brings death to all people, except those who die in the Holy

Land, to whom death comes by the Angel of Mercy, who holds sway there.” The various

strata of legend concerning the city of Luz can all be found in this tale, which

offers an opportunity to study the legendary evolution of a text. It is possible to observe

the expansion of the myth of Luz in the Talmud, B. Sota 46b, and further embellishment

is found in Genesis Rabbah 69:8. In such a case, each given detail becomes

exceptionally significant. Since the literal meaning of luz is an almond tree, the motif

of the tree is drawn upon, and it is said to have been placed at the entrance of the city.

Then the development is taken a step further, embellishing the role of the tree: “This

tree was hollow, and through it one entered the cave and through the cave the city”

(Genesis Rabbah 69:8).

   The origin of the immortal nature of the city of Luz is also linked to the bone at the

bottom of the spine known as the luz bone, which survives longer than any other part

of the body.

   The legend of the city of Luz is the source of the legend of Shangri-La found in

James Hilton’s novel Lost Horizon. Those who left Shangri-La immediately turned old

and gray, just as those who departed from the city of Luz immediately encountered

the Angel of Death. For another tale about the city of Luz, see the following story, “An

Appointment with Death.”



B. Sota 46b; Genesis Rabbah 69:8; Dos Buch fun Nisyoynes.