Tertullian: M.T.Riley: Q.S.F. Tertulliani Adversus Valentinianos: Translation (1971)

T R A N S L A T I O N

TRANSLATION

I.

The Valentinians, as everyone knows, are the most commonly
encountered sect of heretics--most common because they are
mostly apostates from the true religion, quite willing to
invent myths, and are not deterred from their inventions by
a strict rule of life. These individuals care about nothing
more than to conceal what they teach--if indeed anyone who
conceals can be said to teach. Their duty of guardianship
is a duty brought on by their guilty consciences. They
preach confusion while (seemingly) asserting their piety.
In just the same way concerning the Eleusinian mysteries,
itself a heresy of Athenian paganism; the fact that they
keep silent about these mysteries make them an object of
shame. Consequently the mystagogues make entry difficult
and perform long initiation rites before they accept the
devotee; they put him on probation for five years in order
to increase his anticipation by suspense and in this manner
cause the awesomeness of their rites to match the desire
which has been elicited. Their duty of secrecy is a natural
consequence; they guard closely what they are finally to

reveal. Then--the entire godhead of the sanctuary, the
object of devoted sighs, the secret signed on all tongues:
the image of a penis.  To allay disappointment, they bring
forward the honored name of nature (using it allegorically)
and cover their sacrilege with the help of an arbitrary
metaphor.  Thus they acquit themselves of the charge (of
sacrilege) by this deceitful use of an image.  In just this
manner the heretics against whom we are now opening fire
fashion useless and disgraceful tales out of the sacred
names, titles, and contents of the true faith.  They can do
this because of the openhanded charity of the divine scrip-
tures; from such a large work, many interpretations can be
drawn. These people make the Eleusinian rites into Valen-
tinian lures, sacred only because of their great silence,
heavenly only because of their concealment. If you ques-
tion them in all good faith, they answer with a poker face
and raised eyebrows, "that is obscure"; if you feel them out
diplomatically, they swear they have the same beliefs as you,
only blurred in translation. If you indicate you know what
they really think, they deny they know anything. If you
attack them openly in argument, they make your victory over
them ineffective by their clever innocence. They do not
even reveal their secrets to their own disciples before they
make them their own, but instead they have a trick by which

they persuade them before they teach them. In our case,
however, truth persuades by teaching, she does not teach by
persuading.

II.

Therefore we are branded "innocent" by them, and for that
reason they do not consider us "wise." They imagine that
wisdom has nothing in common with innocence, even though the
lord connected both in his saying, "be prudent as serpents
and innocent as doves" (Matt. 10:16). Now, however, if we
are stupid because we are innocent, are they not "un-inno-
cent" because they are wise? The most vicious individuals
are those who are not innocent, just as the most stupid are
those who are not wise. As for me, I would prefer to be
convicted of the better fault if I have to make a choice;
it is better to have a lesser intelligence than an evil one;
better to err than to deceive. Furthermore, the face of God
is seen by those seeking in innocence--as the Wisdom of Sol-
omon, not of Valentinus, teaches. Infants as well bore wit-
ness to Christ by their blood; can I call those who cried
"crucify him!" children? They were neither children nor
infants, specifically they were not innocent. The apostle
moreover orders us to become like children according to
God's will, in order that we might be "babes in evil" by our

innocence and secondly, "in thinking be mature" (I Cor.14).
By this he makes it clear that wisdom should flow from inno-
cence. To sum up, the dove used to reveal Christ; the ser-
pent used to tempt him. The former from the first was the
herald of divine love; the latter from the first was the
thief of God's image. Therefore, innocence by itself can
easily both recognize and exhibit God. Wisdom by itself
can rather attack and betray him.

III.

Now, let the serpent hide himself as much as he can; let him
twist his entire "wisdom" into the windings of his lairs.
Let him live deep in the ground, push into dark holes, un-
roll his length coil by coil; let him slither out--but not
all of him at once, the light-hating beast. Our dove, how
ever, has a simple home, always in high and open places to
ward the light since this symbol of the Holy Spirit loves
the sunrise, the symbol of Christ. Just so, truth blushes
at nothing except being hidden away, because no one is
ashamed to listen to her, to learn to recognize as God the
one whom nature has already pointed out to him as God, the
one whom he sees daily in all his works. He was imperfectly
known in that he was not considered to be one, in that he
was worshipped in other guises. How should we convert some-

one from the crowd of these other gods to yet another mob,
move from a familiar ruler to an unknown one, turn from what
is well-known to what is secret? This is to trip on the
threshold of faith. For example, if anyone is initiated
into the entire story, will he not recall that he heard such
things from his nurse as a wakeful child--such things as
"the witch's tower" and "the rays of the sun"? To take
another instance: if someone knowledgeable in our faith
comes to these tales and immediately finds so many names of
Aeons, so many marriages, so many offspring, so many dooms,
so many adventures, joys, sorrows of a scattered and frag-
mentary godhead, will he hesitate then and there to call
these the "myths and endless genealogies" which the apostle's
inspiration had already condemned even then when these here-
tical seeds were sprouting? Rightly then these people are
not innocent; rightly they are only "wise," these people who
produce such myths with difficulty and defend them slackly.
It is clever for them to be so slack, since their lessons
are disgraceful; otherwise, they would be acting cruelly in
not revealing all, if their lessons were honorable. Despite
their reticence we "innocent" know all, and we have made
this knowledge the first line of our attack. Our knowledge
will be the scout and pointer of their entire scheme. We
cast the augury for this first victory, since a mere expose

destroys what is hidden with so much trouble.

IV.

I affirm that we know quite well their origins and we also
know why we call them Valentinians even though they seem not
to be; for they have left their founder's path. Still their
original teachings have not been at all forgotten, even if
they have been changed somewhat: this very change bears
witness to their former teachings.

Valentinus expected to become bishop because he had great
abilities of mind and tongue, but another was preferred for
the position because he suffered as a martyr. Angry at this,
Valentinus broke with the legitimate church. Just as minds
who have been excited with the hope of advancement usually
burn anticipating revenge, he turned to overthrowing truth.
Having discovered the trail of some old teaching, he paved
the way for Colorbasus. Afterwards Ptolomaeus travelled the
same path; he segregated those attributes--such as feeling,
influence, and motion--which Valentinus had included in the
totality of the godhead into names and positions, i.e.,
Aeons considered as animate individuals having their exis-
tence apart from God. Heracleon cut a few footpaths from
there, as did Secundus and Marcus the seer. Theotimus
evolved many things about the "forms" of the law. As you

see, Valentinus has disappeared, yet these are Valentin-
ians who derive from Valentinus. At Antioch alone to this
day Axionicus consoles the memory of Valentinus by a full
obedience of his rules. The other heretics allow themselves
to change their teachings with the same frequency a prosti-
tute changes her makeup--and why not?--since each of them
discovers that well known spiritual seed in himself: if
they invent anything new, they immediately call it a revela-
tion; they call their audacity a spiritual gift. They do
not claim their sect is united, but admit it is diverse;
consequently whenever they abandon their usual equivoca-
tion, we see that most of them are at odds about the mean-
ing of certain dogmas, some saying in good faith, "this is
not so"; others, "I take this in a different sense"; others,
"I don't admit that." As we see their list of rules has
been painted over by their innovations and looks as if it
had been scribbled on by an ignoramus.

V.

My exposition will be limited to the original teachings of
their chief teachers; it will not include the high-flying
leaders of the mass of followers. I hope no one will say
(because of this limitation) that I have invented this mater-
ial for the occasion. No indeed, many men who were renowned

for their holiness and their leadership, who were not only
our predecessors but also contemporaries of those very her-
esiarchs, have exposed and refuted them in learned volumes.
I refer to Justin, philosopher and martyr, Miltiades, that
churchly sage, Irenaeus, an eager discoverer of all doc-
trines, and our own Proculus, the living exemplar of a chaste
old age and of Christian eloquence. In their footsteps I
might hope to follow in all works of faith, just as I do in
this work.

Now if in reality there are no heresies at all (as you must
believe if you assume those who refuted them invented them),
the apostle who predicted them lied. But if in fact they do
exist, they were none other than those which were examined
by these men; no one can be considered to have enough leisure
to invent material for his pen when he already has it at hand.

VI.

Therefore, here is this book in which I have set out a mere
expose of their arcana. Now, so that no one may be stupefied
by the strange, forced, arcane, and ambiguous names herein, I
will first show how I plan to use them: for some of the
names, a translation from the Greek does not bring out the
appropriate force of the name; for others, the gender of the
word in the two languages does not match; finally, we are

more used to the citation of others untranslated. As a re-
sult I shall usually write the names in Greek with the mean-
ing in the margin. Moreover, I will not omit the Greek form
when I use the Latin name. I will note it over the line so
that it will be a sign that this is an abstraction used as a
personal name; otherwise there would be ambiguity since some
of the "names" are used in other senses. Since I have put
off for the future the full weight of my attack, attempting
for the moment merely a recitation of their doctrines, this
will not be an assault with a death-blow, since their dis-
graceful teachings deserve to be beaten black and blue. Con-
sider this then, reader, as a feint before the battle. I
will show where I plan to hit them, but I will not carry
through. Also, if you must laugh in places, do so; it will
suit the subject. Much of this should be refuted with laugh-
ter so that it will not be awarded serious consideration.
Silly ideas often meet with ridicule. It is suitable even
for truth to laugh because it is happy, to mock its enemies
because it is safe. Be careful, however, not to laugh where
it is inappropriate to do so. Otherwise where it is appro-
priate, you should laugh. Finally, after this introduction
I will begin.

VII

Ennius, the Roman poet, was the first to mention (with a
straightforward meaning) "the great halls of heaven," because
of its lofty position or because he had read in Homer of
Jupiter's feasting there. Now as for the heretics--it is a
marvel how many pinnacles on pinnacles and towers on towers
they hang, add, develop on the house of each god of theirs.
Well, perhaps even for our creator these Ennian halls have
been distributed like apartments. Perhaps they have various
shops built on in front and assigned to each god by floors--
as many floors as there are heresies. In this way the world
becomes an apartment house; indeed, you might think the celes-
tial flats are the Happy Isles Apartments, located somewhere.
There even the Valentinian god lives--in the penthouse. They
call him in essence ai0w~na te&leion (the Perfect Aeon);
as an individual they call him propa&tora (Original Father)
and proarxh_n (Original Beginning), also Bythos (Abyss),
which name does not suit at all someone living in heaven.
They postulate that he is unborn, immeasurable, infinite,
invisible, and eternal. They assume of course that they have
proved him to be such if they postulate qualities everyone
knows he should have. In the same way they say he existed
before anything else. I declare that this is indeed true,
but I criticise them in nothing more than in this, the fact

that the one they say existed before anything else they dis-
cover to be subsequent to everything else, indeed subsequent
to things not of his own making. Anyway, let's grant that
this so-called Bythos existed infinite ages ago in deep and
profound calm, in the great peace of a peaceful and (so to
speak) insensate godhead, as Epicurus declares. Despite
this, they assign a companion to this individual, who is
supposed to be alone, a second entity named Thought, whom
they also call Charis (Grace) and Sige (Silence). Perhaps
they served--in that praiseworthy calm--to encourage him to
produce the beginnings of the universe from himself. Like
semen he places this beginning in his Sige just as in a womb.
Sige accepts it right away, becomes pregnant, and bears (in
silence, of course)--whom? Nus (Mind), resembling the Father
and equal in all respects. Specifically he alone can grasp
the Father's vastness and his inconceivable magnitude. Con-
sequently, he himself is called "Father" and "Beginning of
the universe" and (as his proper name) "Monogenes" (i.e.,
only begotten), though not properly since he is not the only
legitimate child. Another was born at the same time, a fe-
male whose name is Truth and for that reason, Monogenes might
have been named Protogenes much more aptly as being the first
born.

Now we see that Bythos and Sige, Nus and Truth are championed

as the first team of the Valentinian league. They are also
the root and source of all the rest, for Nus immediately took
on the task for which he had been emitted: he produces from
himself Word and Life, which since they had not existed pre-
viously, were certainly not in Bythos--and what an absurdity
if Life was not in God. Anyway this offspring whose duty is
to found the corporate and united Pleroma, makes a profit:
it gives birth to Man and Church. You now have an ogdoad,
a double tetrad, resulting from the liaisons of male and
female. These are the silo--so to speak--of the primordial
Aeons, the incestual relations of the Valentinian gods, the
source of all holiness and heretical majesty. They are a mob
of either devils or saints (I don't know which), but certainly
the parents of the remaining brood.

VIII.

Now the second tetrad, Word and Life, Man and Church, after
they had sprouted for the glory of the Father, wish to offer
something similar of their own to him; so they shoot off an
equal number of sprouts, pairs of course, since they were
combinations of both natures. On one side Word and Life gush
out all at once ten aeons. On the other side Man and Church
produce two more than did Word and Life; in doing so they
make themselves equal in numbers to their parents, since the

pair Man and Church combined with the ten mentioned above
make a number equal to what their parents, Word and Life,
produced. I will enter the names of the ten I mentioned:
Bythios (Profound) and Mixis (Mixture), Ageratos (Unaging)
and Henosis (Union), Autophyes (Essential Nature) and Hedone
(Pleasure), Acinetos (Unmoved) and Syncrasis (Commixture),
Monogenes (Only-Begotten) and Macaria (Happiness). These
others are the twelve: Paracletus (Comforter) and Pistis
(Faith), Patricos (Fatherly) and Elpis (Hope), Metricos
(Motherly) and Agape (Love), Aeinus (Eternal Mind) and Syne-
sis (Intelligence), Ecclesiasticus (Churchly) and Macariotes
(Blessedness), Theletus (Perfect) and Sophia (Wisdom). Here
I really must bring in a relevant story since these names
deserve it. There was once in the schools at Carthage a cer-
tain dull Latin orator named Phosphorus. When he was de-
claiming the role of a military man he said, "I have returned
to you noble citizens from battle accompanied by my Lady Vic-
tory, by your Lady Joy, along with Nobility, Glory, Luck,
Heroism, and Triumph." Immediately the students shouted
Hooray! to Phosphorus' family. You have heard about Fortun-
atus, Hedone, Acinetus, Theletus. Yell Hooray! to Ptolo-
maeus' family. This family is that secret pleroma, the full
ness of its thirty-fold divinity. Let us see what are the
special attributes of these groupings of four and of eight

and of twelve. But meanwhile the entire generative power has
ceased; the urge and potency and productive passion of the 
aeons is castrated. It is as if there was no more yeast in
the numbers' dough, and no more names from the school rec-
ords. Otherwise why are not 50 to 100 produced--why not
Toilet-paper or Mignon?

IX.

There is also a discrimination between individuals here, be- 
cause of all of them, Nus alone delights in knowing the vast
Father and he alone rejoices and boasts while the others of
course weep. Obviously Nus wanted and tried, as much as he
could, to communicate to the rest of the aeons what he knew
about the greatness and incomprehensibility of the Father,
but his mother, Sige, intervened; the same Sige of course who
orders her own heretics to be silent, although they say she
interceded by order of the Father who wanted everyone to be
inflamed with a desire for him. So, while they burn with
silent longing to know the Father, a crime of sorts is com-
mitted--specifically, the youngest aeon (ignore the solecism;
her name is Sophia) of the twelve aeons which Man and Church
produced, unrestrainedly rushes off without her mate, Thele-
tus, to seek the Father. In doing so she contracts a sort
of disease which was epidemic among Nus' associates and which

had spread to this aeon, i.e., Sophia, just as diseases con-
tracted somewhere in the body usually do damage in another
part. In this case, under the pretext of love for the Father,
a feeling of rivalry toward Nus, who alone rejoiced in his
knowledge of the Father, overcame her. Since, however, she
was attempting the impossible, Sophia accomplished nothing
and was crushed by the difficulty of the task and was racked
by her emotions. Indeed, she barely missed being swallowed
up in the great sweetness of the Father and the labor of her
search and she almost was dissolved in the primal substance.
Only her destruction would have stopped her search if she had
not by a stroke of luck run into Horos. (He acts as support
and as the boundary-guard of this whole world.) They also
call him Cross, Lytrotes (Redeemer) or Carpistes (Emancipa-
tor). He causes Sophia to become calm by removing her from
danger and by persuading her to stop her useless search for
the Father. She then cut off and abandoned her Inclination
(in Greek--Enthymesis) along with the suffering which had
then accompanied it.

X.

Some of the Valentinians have dreamed up another fall and
redemption for Sophia: after her fruitless attempts and the
disappointment of her hopes, she was all bent out of shape

(because of her paleness, thinness and neglect, I suppose.
In this quite suitable way she grieved that she was denied
access to the Father, a denial that was no less painful than
his loss.) Next in her grief she has conceived--with no
help from her mate--and gives birth to a female offspring.
Is this surprising? It should not be, even a hen can pro-
duce offspring by herself; even more striking, they say
buzzards are only female. Anyway, she is a mother without
a man and she fears her end is near; she is at a loss as to
the treatment of her case; she is worried about hiding her
condition. No help anywhere! Otherwise, where would we have
gotten tragedies and comedies from which we borrow the proce-
dure of exposing what is born out of wedlock? While her sit-
uation is in such a bad way, she thinks of the Father, turns
to him. She has tried in vain, however, and with her strength
deserting her, she turns to prayer. All her neighbors pray
for her, especially Nus. (Nus? Pray for someone so evil?)
None of Sophia's misfortunes are without effect: all her
sorrows cause a reaction, in that her recent struggles bring
about the creation of matter; her ignorance, fear, and sorrow
become substances. Finally, the Father moved at last by her
prayers sends the above-mentioned Horos to her. (This Horos,
who was sent through the agency-of Monogenes-Nus, is in the
Father's image, i.e., both masculine and feminine; thus the

Valentinians are at odds even about the Father's sex.) Some
of these heretics also add that Horos is called Metagogeus
(Guide) and Horothetes (Limiter). They say that with his
help Sophia was turned aside from her crooked ways, cleansed
of evil, and finally strengthened and restored to her mate.
They add that Sophia remained in the pleroma, but that her
Enthymesis and its accompanying suffering was banished by
Horos, crucified and thrown out; as they say, "evil begone."
The Valentinians define this Enthymesis as a spirit-like sub-
stance, since it is a natural outgrowth of an aeon, but one
which is without form or shape, since it had grasped nothing.
Consequently, they call it "sterile fruit" and "female."

XI.

Now after Sophia's Enthymesis is exiled and she herself
restored to her mate, that famous Monogenes, or Nus, at
leisure now and dismissed from his attentions and attendance
on the Father, decides to consolidate matters and to fortify
and stabilize the Pleroma so that no such upheaval can shake
it again. To do so he knocks out another pair, Christ and
the Holy Spirit. (I should think this pairing of two males
immoral; but perhaps the Holy Spirit is female and the male
is crucified by the female.) These two have one duty--to
stabilize the aeons. From the association of these two in

this duty, two schools arise, two pulpits and the beginning
(of sorts) of a division in the Valentinian teachings.
Christ's duty was to teach the aeons the nature of their
marriages--you see what sort of affair this was of course-
to teach them how to form some idea of the unbegotten, and
to make them capable of generating in themselves knowledge
of the Father, knowledge, namely, that they can not get an
idea of him or understand him--nor can they see or hear him
--except by the help of Monogenes. Now I can acknowledge
that the aeons learn about the Father in this way--certainly
we do the same thing. What I do criticize is the perver-
sity of what they learn: namely, that what is unknowable
in the Father is the cause of their eternal existence; what
is knowable in him is the cause of their birth and material
form or shape. To my mind the following is implicit in this
teaching: it is best that God is not known if indeed his
unknowableness is the cause of eternal existence. His know-
able aspect is the cause, not of eternal existence, but of
birth and material form or shape, conditions which lack eter-
nal existence. In fact, the Valentinians postulate the son
as the knowable aspect of the Father. Thus Christ, after
being emitted, taught the aeons how the Father should be
grasped.

The special duty of the Holy Spirit was this: after all the

aeons were equally eager to learn, she should teach them how
to give full thanks and should bring true tranquillity to
them.

XII.

Now all the aeons are equal physically and mentally. All of
them have become what each one individually is; no one is
different, because all are the same. Everyone is turned into
Nuses or into Men or into Theletuses; all female aeons have
become Siges, Zoes, Churches, or Fortunatas. Ovid would have
erased his Metamorphoses if he knew of this greater one today.
As soon as they have been reformed and stabilized and made
tranquil by the truth, they sing a chorus to the Father with
great exuberance of joy. He himself was filled with joy,
certainly happy about his children and grandchildren who
could sing so well. Why should he not be filled with com-
plete happiness, since the Pleroma was freed from danger? In
such circumstances, what ship's captain does not rejoice-
even immorally? Every day we see sailors' orgies. Conse-
quently, just as sailors revel at their banquets, so do the
aeons, who are now alike in appearance, and in feeling, too,
needless to say. In conjunction with their new brothers and
teachers, Christ and the Holy Spirit, each one puts in the
pot the best and most beautiful thing with which he is

decorated. (They wasted their effort, if you ask me; if
they were all alike as a result of the above mentioned equal-
ization, there was no incentive to win the pot, whose attrac-
tiveness lies only in the variety of things in it.) Anyway,
they all brought the "Good" which they all were: the incen-
tive was habit perhaps, or a regulation of the previous
equalization. From the anted cash--as the expression goes-
the aeons fashion in honor and glory, of the Father the most
beautiful star in the Pleroma and the perfect fruit, Jesus.
They name him Saviour, Christ, and Word; these are family
names. They also call him the All, since he was formed from
a bouquet of all flowers, like Aesop's Jaybird, Hesiod's
Pandora, Accius' Bow, Nestor's Fruitcake, or Ptolomanus'
Miscellany--all the same. It would have been more appro-
priate if these idle name-givers had called him Mr. Snatchit-
all, a name perhaps from some Oscan skit. Moreover, to make
a show for their puppet, they formed for him an angel body
guard, equal in nature. If they are equal to each other,
okay; if equal in nature to Saviour (since I find the word
ambiguously placed), what eminence would he have among atten-
dants of equal status?

XIII.

These scenes exhibit the first register of the aeons who are
being born, marrying, and giving birth; they contain Sophia's

dangerous accident, caused by her longing for the Father,
Horos' opportune help, the scapegoating of Enthymesis and its
accompanying suffering. They also tell of the education by
Christ and the Holy Spirit, the "reform through education" of
the aeons, the peacock-like decoration of Saviour, and the
consubstantial retinue of angels! "What else," you say? For
you to exit clapping? Instead, I say you should stay to hear
and jeer. What has gone before (i.e., the first scene of
the tragedy) is alleged to have happened within the Pleroma.
The rest of the play happens on the other side of the cur-
tain--namely, outside the Pleroma. We have seen this devel-
opment happen in the bosom of the Father, within the circuit
of the guardian Horos. What kind of development will there
be outside, where God does not exist?

XIV.

Enthymesis, then, or rather Achamoth (since from now on this
incomprehensible name will be used) has been expelled--with
Sophia's diseased suffering as a companion--into a place lack-
ing light, which is a component of the Pleroma only. In that
well known empty void of Epicurus she is wretched because of
her location. Certainly she had no shape or surface at all,
deformed and aborted creature as she was. While she is in
such a state, Christ is persuaded by the aeons and led by

Horos to shape and form Achamoth by his own power; he forms
her in essence only, not in intelligible form as well. Never-
theless, she is left with a small estate, namely "the breath
of incorruptibility," and having this she can experience the
desire for something better than she has. After he has done
this deed of mercy, Christ returns to the Pleroma, not leav-
ing behind the Holy Spirit. 

Usually an abundance of entities creates an abundance of
names: she is called Enthymesis (Inclination) from what hap-
pened, Achamoth from God knows where, Sophia after her mother,
Holy Spirit from the angel called by the same name. In any
event, she conceives a desire for Christ, by whom she has been
deserted, as she immediately realizes. Thereupon she leaps
up and goes to seek his light. (I might ask, if she did not
know him at all, since he operated unseen, how could she look
for his light which was as unknown to her as he was?) Never-
theless, she tried and might have grasped it if that same
Horos who had run into her mother so fortunately had not un-
fortunately happened upon the daughter. He shouted at her,
"Iao" just like "Make way!" or "Hail to the Chief!" Because
of this we find "Iao" in the Bible. Thus she was driven
away and prevented from going further; nor was she able to
fly over Cross, otherwise known as Horos, because she had not
played the part of Laureolus in Catullus' mime. Since she

has been deserted, the suffering, to which she is bound with
many twisted ties, begins to afflict her in all ways; with
sadness because she did not accomplish her objective; with
fear that she would lose her life just as she had lost her
light; with alarm, and finally with ignorance. She did not
suffer as her mother had, for she was an aeon; instead,
Achamoth suffered worse because of her status: another tide
of emotion washed over her, a desire for conversion--to
Christ of course--by whom she had been quickened and fash-
ioned with a view toward this very conversion.

XV.

Now at last the Pythagoreans can learn, the Stoics can recog-
nise, as can Plato himself, where the matter which they call
eternal or uncreated had its origin and basis as part of the
structure of this world. Even Mercurius Trismegistus, that
master of all sciences, never discovered this. You have
heard of Achamoth's conversion, another kind of suffering;
from this every soul inhabiting this world is said to have
arisen, even the soul of the Demiurge himself, who is our God.
You have heard of her sadness and fear; from these everything
else began. For example, from her tears the whole world of
waters flowed. From this you can calculate what a disaster
she encountered, so many were the kinds of tears she let flow.

She had salty, she had bitter and sweet, she had hot and cold
drops, tarry and rusty, and mineral, even poisonous, like the
water dripping from Nonacris which killed Alexander, or the
flood of Lyncestian waters which make men drunk, or the Sal-
macis fountain which make men effeminate. Achamoth even wept
heavenly showers and we go so far as to preserve another's
sorrows and tears in our cisterns.

Next, material elements were derived from her alarm and ter-
ror. Moreover, she smiled occasionally even in a situation
of such isolation, in a vista of such loneliness. She smiled
remembering Christ's appearance. From this same smile of joy,
light gleamed. What a favor of fate who forced her to smile
now and then to keep us from being always in darkness! Don't
be surprised; why shouldn't such a glorious element be radi-
ated around the world by her joy? By her sorrow she would
have deprived the world of this necessary provision. O illum-
inating smile! O irrigating tear! Her smile could also have
been a help amid the desolation of her situation; namely it
could have driven away the darkness as often as she wanted to
smile, especially so that she would not have been forced to
plead with those who had deserted her.

XVI.

She did plead, however; she turned to prayer just as her
mother had. Christ, however, now disliked going outside the
Pleroma and so sends a deputy, Paracletus Saviour. (This is
supposed to be Jesus, to whom the Father gave supreme power
over all the aeons, making everyone subject to him; conse-
quently, we read in the apostle, "in him all things were
created" (Col. 1:16).) Anyway Christ sends him with a reti-
nue of co-eternal angels. You can imagine they accompanied
him with twelve fasces. As soon as Achamoth saw them, as-
tounded by their stately procession, she veiled herself at
her first impulse of reverence and modesty. Afterwards, she
gazed upon him and his prolific train. With the strength she
had gained from this gazing she ran to him exclaiming, "Hail,
Lord!" Thereupon, as I understand, he receives her, streng-
thens her and forms her in knowledge and finally cleans her
from all damages caused by her suffering. He separated out
her sufferings with more discrimination than he had shown in
her mother's case, for he lumped together all defects or
faults, active and violent, and set them as such apart in a
solid mass. He changed them from an incorporeal emotional
state into an incorporeal antecedent of matter, which was en-
dowed with a sort of nature or aptitude by which it could be
come two opposing and comparable entities. In doing so he

founded two substances, different in nature: one evil be-
cause of the defects and faults, one capable of feeling be
cause of the influence of Achamoth's conversion. This is the
matter which lined us up against Hermogenes and the others
who assume God made everything out of matter, not out of
nothing.

XVII.

Achamoth, since she has been released finally from all evils,
now, to and behold! grows and bears fruit for greater ends in
this manner. Warmed by her joy at escaping from her unhappi-
ness, and by her gazing at the angelic luminaries, she starts
to stew inside (so to speak; I blush at the phrase but there
is no other way to say it). In some such way she comes into
heat for these luminaries and immediately swells up with a
spirit-like conception formed according to the very image
which she had swallowed and impressed on herself by the viol-
ence of her joyful emotions which came from her anticipation
of sexual delight. Finally she gives birth and a triad or
natures was born from a triad of sources: one material,
arising from her suffering; one soul-like, arising from her
conversion; a third spirit-like, arising from her mental
image of Christ.

XVIII.

Now that she has become more practiced in managing affairs
because of this new status--i.e., being a mother of three
children--she decides to shape each kind of her offspring.
She could not, however, touch the spirit-like one, since she
was herself spirit-like; similarity of nature usually dis-
qualifies consubstantial beings from having power over one
another. Consequently, she turned to the soul-like one with 
the same purpose, following Saviour's training. First she
does a deed which cannot be said or read or heard without
horror at its blasphemy: she forms our God, the God of
everyone except heretics, the Father and Demiurge and King
of all that came after him, and hence came from him--if
indeed you can say that they do come from him and not rather
from Achamoth herself, who influenced his actions secretly,
without his knowledge, like a puppeteer operating from above.
In fact, because of this uncertainty as to the author of his 
works, they mix up the name Metropater (the mother is Father)
for him, even though his other names are distinctly assigned
according to the kind and place of his works: for example,
they call him Father of the soul-like elements, which they
put on the right hand; they name him Demiurge of matter,
which they put on the left; he is King because he has power
over everything together.

XIX.

I object; the particular essence of these names does not fit
the essence of the creations from which the names come, since
all these creations ought to have been named after that per- 
son who created them--unless, of course, even Achamoth did
not create them! To be specific, they say that Achamoth
sketched these pictures in honor of the aeons. Yet they
transfer this work to Soter as its originator who operated
through Achamoth so as to present her as the very image of
the invisible and unknown Father, she being invisible, of
course, and unknown to the Demiurge, and in the same way he
created this same Demiurge to correspond to Nus,the son. The
Aschangels, creations of the Demiurge, are models of the rest 
of the aeons. When I hear about such pictures of these three,
I ask you, don't you agree that I should laugh at these pic-
tures painted by such a lunatic painter? Achamoth, a female 
and yet the image of the Father; the Demiurge, ignorant of
his mother--not to mention of his Father--yet representing
Nus who is not ignorant of his Father; the angels, the repro-
ductions of their masters. This is the same as counterfeit-
ing a fake or distinguishing Ptolomaeus from Valentinus.

XX.

Now, as we can see, while the Demiurge stands outside the
Pleroma's boundaries in the solitary confinement of eternal
exile, he founds a new realm, this world of ours. He clears
away the tangles and separates the twofold variety of the
substance exiled with him, which was soul-like and material.
From this incorporeal mass he made heavy and light things,
rising and falling bodies, celestial and earthly elements.
Then he completed that seven-layered stage, heaven, with his
own throne above it. Consequently, he is called Sabbatus
from the sevenness of his home; likewise, his mother, Acha-
moth, is called Ogdoas from the analogy between her and the
original group of eight. The Valentinians consider these
heavens savants and also make them angels just as they do 
the Demiurge; for example, they call the fourth Archangel
Paradise (fourth, since they place him over the third heaven),
from whose power Adam drew while he resided there among the
cloudlets and treelets. Ptolomaeus certainly remembered his
childhood babblings, apples growing in the ocean and fish on
trees. In the same way he assumes nut-trees grow in the sky.
Of course the Demiurge acts in ignorance and perhaps he does
not know that trees are supposed to grow only in the ground.
Obviously his mother knew; why did she not inform him since
she was implementing her own plans? I will ask later why she

was unwilling that he be aware of her actions which would
testify that he is father and god and king even before the
Valentinians brought their ingenuity into play.

XXI.

Meanwhile, just accept the fact that Sophia is named Earth
and Mother and what is more laughable, Holy Spirit, as if
Earth were masculine. In this way they have bestowed all
his honors on a female--including his beard, I presume, not
to mention other things. As for Demiurge, he was so incap-
able of understanding his situation, being unable as he was
of approaching spirit-like essences because of his soul-like
origin, that he thought himself alone and announced, "I am
the Lord and there is no other" (Isa. 45:6). He certainly
knew that he had not existed before and consequently knew
that he had been made and that there was some creator of the
creation. How then can he have thought he was alone, since
he at least would suspect, even if he did not know, that
there was a creator?

XXII.

Their slanders against the devil are more endurable, especi-
ally because his scummy origin justifies them. They consider
him to have arisen from the evil part of her grief; they as
sign the origin of angels, demons, and all evil spirits to

the same source. Nevertheless, they affirm that he is the
creation of the Demiurge. They call him World-holder, and
they maintain that he is more aware of the higher world,
since he is spirit-like in nature, than is the Demiurge, who
is soul-like. He whom all heresies serve deserves prefer-
ence from them!

XXIII.

To resume, they station the citadels of the various powers
within the following boundaries: in the height of heights
the thirty-fold Pleroma rules with Horos defining the outer
limit. Lower down, Achamoth resides in the middle space,
stepping on her son, since the Demiurge is below in his
seventh heaven. It is certainly fitting that the devil is
with us in this world which has been conglomerated together
from the same elements, i.e., from Sophia's profitable
troubles, as I related above. "Profitable," I say, because
he would have had no air, that receptacle of our exhaled
breath, that soft covering of all bodies, that determiner of
all colors, that engine moving the seasons, if Sophia's sad-
ness had not cultivated it, just as her fear cultivated soul-
like bodies and her conversion cultivated the Demiurge him-
self. In all these elements and bodies fire was kindled--now
since the Valentinians have not yet revealed the feeling in

Sophia which was the origin of this fire, I will conjecture
for the present that it was struck up during her feverish
delirium. You can be quite sure she was feverish amid such
troubles.

XXIV.

If they dream up such things about God--or rather about gods
--what sort of things will they dream up about man? They say
that after the Demiurge has set the world in motion, he turns
his hand to man. He gathers material for making man not (as
they say) from the "dry" land, which is the only one we know
--they say this as if this land were not yet dry, although
it became so later, since at that time the waters had not
yet been separated from the remaining mud. Instead, he gath-
ers the material from the invisible mass of that well-known
metaphysical matter, from its flowing and viscous part. I
take the liberty of conjecturing as to its origin, since no
one has revealed it yet: since fluidity and viscosity are
characteristics of liquids and since all liquids flowed from
Sophia's tears, it follows that we must believe mud to be the
rheum and sand which are indeed the dregs of tears, just as
mud is the sediment of water. In this way the Demiurge
shapes man and gives him life from his own breath. Thus man
is supposed to be material and soul-like since he is made

after the Demiurge's image and likeness as a four-fold crea-
tion: (1) as his image we will grant that he be considered
earthy, i.e., material, even though the Demiurge is not
material; (2) as his likeness he must be soul-like, because
the Demiurge is also; (3) afterwards they say that a fleshy
coating was put on over the earthy and that this coating is
the shirt of skin which has sense organs.

XXV.

(4) Achamoth had a small inheritance of spirit-like seed
derived from the substance of her mother, Sophia, and identi-
cal to her mother. Achamoth hid this away in her son the
Demiurge all unknown to him. (Imagine the perseverance of
her secret foresight!) She deposited it and hid it for this
purpose, namely that when the Demiurge later blew the soul
into Adam with his breath, that spirit-like seed might be
diverted into the earthy matter through the windpipe. Then,
after it had been nourished in the material body as in a
uterus and after it had grown to maturity there, it might be
found capable of receiving one day the complete Logos. Con-
sequently, when the Demiurge was grafting this scion of his
soul onto Adam, the "spirit-like man" lay hidden there too,
since it had been planted in the Demiurge's breath and intro-
duced along with the breath in Adam's body. I say "hidden"

because the Demiurge knew no more about this seed from his
mother than he did about her herself. This seed they call
Church. They say it is a mirror of the higher Church and
Man; accordingly they consider this seed as an inheritance
from Achamoth, just as they consider the soul-like part as
coming from the Demiurge, the earthy from the primordial
substance, the fleshy from matter. Now you have a new
Geryon, only four-fold instead of three.

XXVI.

Just as they assign different origins to each part, so they
assign to each a different end: to the material (fleshy)
nature, which they also call "left-hand," they assign cer-
tain destruction; to the soul-like, which they call "right-
hand," they assign a contingent fate depending on whether it
inclines more toward the spirit-like or more toward the ma-
terial realms, between which it wavers. Because of this (they
say), the spirit-like nature was sent out to prepare the soul
like nature, so that the soul-like nature could be educated
with it and trained by long association. Otherwise, the soul
like nature would have lacked even the training furnished by
the senses. For this purpose, the structure of the world was
devised, for this Saviour was presented to the world, namely
for the salvation of the soul-like nature.

In still another version, they will have you believe that
this prodigy (Saviour) put on the chief parts of those sub-
stances, the entirety of which he intended to save. He did
this by taking on the spirit-like nature from Achamoth and
the soul-like nature, represented in Christ, which he de-
rived from the Demiurge. As for the rest, he had a bodily
nature, (which was made from soul-like substance with won-
derful and indescribable skill), only for the sake of help-
ing himself in his work; in it he might be capable of being
met, seen, touched, and even capable of dying for an ungrate-
ful world. In reality, however, there was nothing material
in him since matter is wholly alien to salvation. They say
this as if other natures needed Saviour more than those who
lack salvation! All this so that they might revoke our
flesh's hope of salvation by estranging it from Christ!

XXVII.

Now I continue with what they say about Christ on whom they
graft Jesus--with the same liberty as when they stuff the
spirit-like seed in him along with the soul-like breath. They
make him a mash of inventions of both Men and gods: the Demi-
urge also has his own Christ, his natural son (consequently
soul-like), produced from himself, preached by the prophets.
His nature must be decided by prepositions: specifically, he

was produced through a virgin, not from a virgin, because he
came into existence carried in a virgin in a transportational,
not a generational, sense. He came through her, not from her;
he experienced her not as a mother but as a conveyance. Upon
this Christ, then, in the sacrament of baptism, Jesus descen-
ded in the form of a dove. Apart from this, there was even
in this Christ spice from the spirit-like seed of Achamoth-
to keep the rest of the stuffing from spoiling, I presume.
Following the analogy of the first Tetrad, they crowd him with
four substances: the spirit-like from Achamoth, the soul-like
from the Demiurge, the bodily which is indescribable, and the
substance from Saviour, namely dove-like. Saviour at any rate
remained in Christ untouched, unhurt, unknown. Finally, when
captured, he left him during Pilate's questioning. Likewise,
the seed from his mother did not receive injury, being equally,
immune and unknown even to the Demiurge. The soul-like and
bodily Christ suffered to illustrate the experience of the
higher Christ who was stretched on Cross, otherwise known as 
Horos, when he shaped Achamoth in essence, though not in in
telligible form. In such a way everything becomes an illus-
tration or image; even, obviously, these Christians themselves
are imaginary.

XXVIII.

Meanwhile, the Demiurge is still ignorant of all this. Even
though he is supposed to proclaim these matters through the
prophets, he is not aware of the true meaning of this task of
his, because the Valentinians allot the prophets' patronage
to three entities: Achamoth, her seed, the Demiurge. Anyway,
when he has heard of Saviour's approach, he runs to meet him
crying "Hail!" He came with his entire force (the symbol for
this is the centurion in the gospel), and when he was en-
lightened by Saviour concerning everything, he discovered his
own prospects, namely that he would succeed to his mother's
office. Hereafter he administers the world confidently,
especially for the sake of protecting the church as long as
necessary.

XXIX.

I shall now gather from various sources material to demon-
strate what they have decreed about the classification of the
human race. They say that from the beginning man had a three
fold nature which was nevertheless united in Adam. After Adam
they divide up man's nature according to its individual charac-
teristics. They have found an opportunity to explicate this
sort of division in the posterity of Adam himself, a posterity,
divided into three different moral characters. Cain, Abel,

Seth, who can be called the well-springs of the human race,
distribute to this race their qualities of character and the
results of how they were judged. Specifically, the Valen-
tinians assign the earthy nature, regressed from salvation,
to Cain; the soul-like nature, balanced between good and evil
prospects, they place in Abel; the spirit-like, prejudged fit
for salvation, they find in Seth. Consequently they separate
souls into two groups, good or evil, according to their na-
ture, earthy from Cain, soul-like from Abel. They distin-
guish only two groups because they put the spirit-like nature
from Seth on a different level arbitrarily and call it grace,
not a nature, a grace which Achamoth rains from above into
good souls, i.e., souls of the soul-like category. (Only
into these, for the earthy kind, i.e., evil, can never attain
salvation. They define this earthy nature as unchangeable
and incorrigible by nature.) Therefore, this grain of a
spirit-like seed is insignificant and small when it is sown,
but because of its training, the worthiness of these souls
grows and advances--as we said above--until they become so
outstanding that the Demiurge, ignorant at that time (i.e.,
before Christ's appearance)of the cause, values them highly.
From their number he habitually chose kings and priests. Even
now if they attain a full and complete knowledge of these
idiocies, they will gain certain salvation, a salvation which

is indeed due them since they are born into the spirit-like
state.

XXX.

Because of these beliefs, they do not consider good works
necessary for themselves, and they do not observe any calls
of duty. They also avoid the necessity of being martyrs by
any convenient quibble, for they say this rule of works has
been prescribed for the soul-like seed in order that we might
work out by our actions that salvation which we do not possess
by virtue of our nature. We who have incomplete knowledge and
who do not know Theletus, have the mark, indeed, which belongs
to abortive creatures (like their mother Achamoth). As for
us--woe, if we step outside the yoke of discipline in any
respect; woe, if we are sluggish in doing works of holiness
or justification; woe, if we hope to confess our faith some
where other than among the powers of this world, i.e., at the
tribunal of the judges. For their part, they prove their
noble birth by the looseness of their life and by their de-
light in sin. Achamoth in this way coddles her own, since
she sinned and benefited by it. They have the rule (adopted
for the purpose of honoring the higher pairs) of contemplating
and engaging frequently in the sacrament of uniting with a
"companion," namely, a woman. They consider a man perverse

and a false son of truth if he does not, during his life on
earth, love a woman and join himself to her. If so, what do
the eunuchs do whom we see among them?

XXXI.

Their opinions about the end of the world and the distribu-
tion of reward and punishment are left to discuss: when
Achamoth has pressed out the mass of her seed and when she
has begun to store it in her cellar, or (to change the meta-
phor) when she has carried it to the mill and then has hidden
the flour in the leaven of salvation until she has gathered
it all, then the end is very near. At first Achamoth herself
will be moved from her position in the middle, i.e., from the
second storey, to the penthouse, and she will be restored to
the Pleroma. Immediately that glued-together Saviour receives
her, as her bridegroom, of course; both together make a new
pair. This is supposed to be the bridegroom mentioned in the
Bible, with the Pleroma as bridal-chamber! You might think
that the Julian laws are intervening, since there are these
trips from place to place. Just like his mother, the Demi-
urge will then move from his seventh heaven into a higher
place, into the now vacant apartments of his mother. Now he
can know about her, even though he does not see her. But, if
all these things had happened, he might have preferred to be
in the dark about her forever.

XXXII.

The human race has this fate: complete destruction for every
soul stamped "earthy" or "material," because "all flesh is
grass" (Isa. 40:6). We see that they think even the soul is
mortal unless it finds salvation by faith. The souls of
righteous men, namely ours, will be carried to the Demiurge
in the shelter of his middle region--we are thankful; we will
be happy to be counted with our god from whom we received our
soul-like origin. Nothing is admitted into the palace of the
Pleroma except the spirit-like swarm of Valentinus. These
men then, men destined to enter the Pleroma, are unclothed
first; to be unclothed means to put aside the souls with which
they are only apparently endowed. They return to the Demiurge
these souls which they received from him. They become spirits
entirely metaphysical, immune to restraint or detection; in
this fashion they are received invisibly into the Pleroma--
secretly, if this is the way it is! What then? They are
handed out to the angels who accompany Saviour. As sons, do
you suppose? No. As valets perhaps? Not even this. As
ghosts? I wish even this were the case! What, then, if you
are not ashamed to say? As wives! For marriages they will
play "Rape the Sabines" among themselves. This is the reward
for being "spirit-like"; this is the prize for believing.
These are proper little stories; for example, you, Marcus, or

you, Gaius, at present bearded in this body and in this soul
a stern husband, father, grandfather, or great-grandfather--
certainly masculine enough--then, in this harem of a Pleroma,
by some angel you might be. . . ; by my silence I have already
said it. Anyway perhaps you might give birth to some new
aeon. In place of the usual torch and veil I imagine that
famous mysterious fire will blaze out to solemnize the cere-
mony, and will devastate the entire universe, then be reduced
to nothing, after it has incinerated everything. That will
be the end of their myth. But I am certainly the rash one
for betraying, even in jest, such a great mystery. I should
be afraid that Achamoth, who wanted to be unrecognized even
by her own son, may rage; that Theletus may become angry; that
Fortunata may be irritated. But why worry? I am the Demi-
urge's man. It will be my fate to return after death to a
place where there is no giving in marriage, where we are to
be further clothed rather than unclothed (II Cor. 5); where
even if I were unclothed of my sex, I would be classified as
an angel, neither male nor female. No one will do anything
to me since he will not find me as male then.

XXXIII.

I will at last produce by way of a finale to so long a tale
those things which I preferred to put off until now to avoid

interrupting the order of narration and disturbing the read-
er's attention. The following topics are gathered from here
and there in commentaries by Ptolomaeus' improvers. Yes,
improvers, for there have arisen in his school students
superior to their master. These have devised a double mar-
riage for their Bythos; his wives are Thought and Will. He
had two because Thought alone was not enough; nothing can be
produced by Thought alone. From the two, however, Monogenes
and Truth were quite easily procreated in marriage; Truth in
the image of the female Thought, Monogenes in the image of
the male Will. The effect of Will is to make Thought produc-
tive and hence Will is classed as male.

XXXIV.

Other students, more strait-laced, have kept in mind the
honor due to divinity and have removed the same of even one
wife from Bythos; they prefer to attribute no sex to him;
perhaps they use the neuter gender and call him "this divine
thing" rather than "this god." Others on the contrary say he
is both masculine and feminine. I hope Fenestella, the noted
historian, does not think hermaphrodites occur only among the
people of Luna.

XXXV.

There are some who assert that Bythos is the last, not the
first. They put their ogdoad first, deriving from it a tet-
rad to be sure, but under other names: first they put
Proarche (Pre-beginning), next Anennoetos (Inconceivable),
third Arrhetos (Ineffable), fourth Aoratos (Invisible). From
Proarche they say Arche (Beginning) came forth in the first
and fifth places. From Anennoetos came Acataleptos (Incom-
prehensible) in the second and sixth places. From Arrhetos
came Anonomastos (Unnameable) in the third and seventh pla-
ces. From Invisible came Agennetos (Unbegotten) in the
fourth and eighth places. What rational system arranges it
that individual aeons are born in two separate places? I
prefer not knowing to finding out. What good can a system
have which is promulgated with such perversities?

XXXVI.

How much more sensible are those students who eliminate all
this boring trash! They derive no aeon one from another in
truly Pentagonian steps. Instead, they say, in one fell
swoop that octad burst from Propater and his Ennoea and that
they get their names from each step in the process: when he
decided to produce an offspring then it was called Father;
when he truly carried out his intention and did produce it,

then it was called Truth; when he wished that he be praised,
this was called Man; the entities which he pre-imagined when
he produces them were called Church. Man spoke the Word, and
this is his first-born son. Life was added to Word and thus
the first ogdoad is completed. All this is entirely tiresome
and weak.

XXXVII.

Now note these other huckster ingenuities of one of their
more renowned teachers. He has decreed--with his pontifical
authority--the following: "There existed before the uni-
verse Proarche (Pre-beginning) who cannot be imagined, des-
cribed, or named, which I will name Monotes. Another power
was associated with him. I call this other Henotes. These
names mean "Aloneness" and "One-ness." Monotes and Henotes,
still united, brought forth, but did not beget, the begin-
nings of the universe, metaphysical, unborn, invisible, which
his Word called Monad (Singleness). Monad as well had a
power of like substance attached to him called Unity. These
powers then, Aloneness, Oneness, Singleness, Unity, propaga-
ted all the other emanations of aeons. O what a great dif-
ference! You can change Unity, Oneness, Singleness, Alone
ness however you like; it will still be one.

XXXVIII.

Secundus is more succinct: he divides the ogdoad into two
tetrads, a right and a left, a light and a dark. He is also
more respectful of his aeons: he does not wish to derive the
apostatizing and imperfect power from any of the aeons, but
instead from the products of their natures.

XXXIX.

How differently they think even about our Lord Jesus. Some
construct him out of the blooms of all the aeons. Others
assert that he was made out of the Ten alone whom Word and
Life produced, and for this reason the titles "Word" and
"Life" apply to him. Still others derive him from the twelve,
i.e., the offspring of Man and Church, and call him as a re-
sult Son of Man after his grandfather. Others say that he
was formed by Christ and the Holy Spirit, who were planning
ahead for the establishment of the world; hence he is heir to
his father's surname. There are those who imagine the title
Son of Man came from nothing else but this: the Father called
himself Man because of the great mystery in this name. So
they presume. Consequently, what can you hope for if you be-
lieve in that God to whom you are made equal?

Among the Valentinians such ingenuities are always cropping
up because of over-seeding. As a result the Valentinian

doctrines, which budded in the manner described above, have
attained their full growth as a forest of Gnostic doctrines.

This document (last modifed 28th December 2000) from the Tertullian Project