Sree Lalitopakhyanam

ॐ शश गणणेशशाय नमम

Sage Agasthya was a repository of vedic knowledge. An authority in

shastras and knower of brahmananda, he once set out on a journey
towards the south for benefit of the world. Travelling through mountains,
forests and villages he found people immersed in ignorance. Worried and
wondering about their sad state of affairs deluded by sensory pleasures,
he reached Kanchipuram. There he worhipped Lord Ekamreswara ( Siva )
and Devi Kamakshi and started performing tapas.

Pleased with his austerities, Lord Vishnu appeared before him in the form
of Hayagriva.The whole world was filled with his radiance and an
exhilarated Agasthya prostrated before him again and again.

Agasthya asked for a boon that he may be told a way to liberate the
people from ignorance and their sensory delusions.

Hayagriva said " the same question was asked in the past by Shiva,
Brahma,Sage Durvasa and now by you. All of you qualify to be preceptors
of the world and this knowledge shall propagate in the world through you.
I am myself the lord of creation, sustenance and dissolution. I transcend
the three gunas and they reside in me. I have two forms - Pradhana and
Purusha. My form called Pradhana comprises of all attributes of the entire
creation while the other form called Purusha is attribute less. By knowing
either one of them, man attains salvation. It is either achieved by severe
penance, austerities and detachment from karma and by observing yama
and niyama which is the hard path or by worshiping Para Shakti in the
ordained way or even otherwise. Even sinners have achieved salvation by
merely meditating on her. Shiva became Ardhanarisvara and lord of all
yogic powers by worshiping her only and so also the other devas. If you
want enjoyment and salvation at the same time,she is the only way.
Obtaining her mantra in the proper way together with ancillary rituals of
upasana, one should fix his mind and vital forces on her and strive to
achieve identity with her. Such a person would attain liberation. I am
bestowing this secret knowledge of Lalita Maha Tripurasundari on you for
the benefit of the world who may realize her after learning it from you."

Agasthya wanted to know more about the forms of Lord Vishnu as

mentioned before and he is directed to Sage Hayagriva who is an
amsavatara of Lord Vishnu.

As per Lord Vishnu's instruction, Agasthya approached Sage Hayagriva

and prayed to him that he may be told the origin of Parashakti, her forms
and her lilas.

Hayagriva replied, " She is birthless , she is the support and foundation of
everything, she exists in the form of all actions, she is knowledge itself,
resides in the heart and revealed through meditation and ardent and
sustained upasana. She emerged from the deep meditation of Brahma
and was called Prakriti. She is the bestower of goodness upon devas. Her
second form emerged at the time of churning of milky ocean . Lord Shiva
was enchanted by her celestial beauty and Lord Shasta was born out of
their union.

Agasthya exclaimed, " Lord Shiva who has mastery over the senses and
the slayer of kamadeva himself got enticed by her beauty ?? "

Hayagriva said, " In the olden times the victorious Indra ruled over the
three worlds. Mounted on his huge elephant Airavata, he moved around
and was paid respect to by everyone. Seeing Indra intoxicated with his
power, Shiva asked Durvasa to pay a visit to him. He travelled through the
land of vidyadharas in a shabby attire looking like a mad man. At this
time, a girl with a beautiful garland appeared in front him, She was
frightened by the looks of the sage. She was asked where she got the
beautiful garland from, to which she replied that the goddess pleased by
her austerities gifted it to her. Durvasa wanted to have that garland and
the girl happily handed it over to him. Durvasa was overjoyed that he has
received something so rare even unobtainable by the likes of Brahma. He
blessed and sent away the girl. Carrying the garland upon his head he
continued his journey receiving respect and gifts from vidyadharas. On
seeing Indra,he handed over the garland to him. Indra took it and placed it
over the head of Airavata which he was riding. Airavta took the garland
with its trunk and threw it down on the ground. Trembling with anger
Durvasa cursed Indra, " You have shown disrespect to the garland which is
worshiped by Brahma himself. You will be deprived of all your prosperity
and your kingdom will be doomed." Vijayalakshmi left Indra went to the
daityas. Mahalakshmi went to Vasudeva. Indra, worried returned to
Amaravati. Bad omens started appearing in Indrapuri. Devaguru
Brihaspati was called in and Indra narrated the situation to him, the bad
omens and how to come out of it. Devaguru said that sins committed will
exhaust only by suffering its consequences and observing prayaschitta.

Indra wanted to know what sins are and what are their remedies.
Brihaspati said " The five sins are - murder, theft, killing for self
gratification, drinking and physical relation with another's wife. The effect
of a sin committed by a brahmin upon himself is 10000 times, that of
kshatriya 1000 times, vaisya 100 times and sudra 10 times. Cows,
horses, elephants and camels suffer 10 times, quadrupeds 10 times, those
born out of eggs 5 times, those born out of water 3 times, birds in equal
quantity and boneless creatures half. Women of the four varnas suffer a
quarter of their respective men.

There is no prayaschitta for taking the life of father, mother, children,

guru and master. Under exceptional circumstances, taking life in self
defense and for protecting others is not sinful.

Mahamaya created the devas, asuras, humans and fourteen kinds of

animals for their upkeep. She only created the yajnas and their
procedures. " Worship the devas by sacrificing animals and they shall
grant your wishes", she said. Consumption of meat is allowed for the
brahmins only as part of deva - pitru yajnas or while honoring great men.
They can consume meat in times of distress. By killing an animal for
oneself or others by chanting the mantra "shivodbhavamidam pindam...."
sin is not incurred. There is also no sin in killing reptiles, scorpions, rats
etc. if they are causing harm. The animal sacrifice is prescribed only for
the householder and for others japa, homa and archana.

Then Indra asks Brihaspati to explain the sin called theft. There is no
prayaschitta for stealing from the knower of brahman, the poor, one who
has earned it through struggle and also one with a big family of
dependents. Stealing from someone who has trusted you is a bigger sin. It
is meritorious for the ruler to give death to such thieves.

In this context Sage Hayagriva started narrating a story. Kanchipuram

used to be a very prosperous place where lived people who were both
affluent and generous. There lived a thief named Vajra who frequently
robbed the households of the rich. He used to hide the loot inside holes
dug in the jungle. Once while he was hiding the loot, it was seen by a
hunter called Veeradatta. As Vajra went away to get a stone to cover the
hole with, Veeradatta took out one tenth of the loot and went home. Upon
reaching home, he told his wife that he found it while collecting firewood.
His wife told him that a brahmin who frequented her parental home used
to tell that she was a very fortunate child. Had she been born in a noble
family she would become a queen. However,she said that as Lakshmi can
not remain long with someone due to a curse,they should utilize the
money for charity. He should build ponds,wells and lakes for public
welfare. Finding a source of abundant water to the east of Mahendra hill,
he started constructing a lake there. In between he ran out of money and
went about secretly taking it from the places where Vajra kept it in small
quantities so as not to get noticed. He also built temples for Vishnu and
Shiva near the lake. Inviting learned brahmins such as Devarata, he
pleased them with gifts. They bestowed the names Dvijavarma and
Shilavati on the couple. He went about developing the place and it was
named Devaratapuram and they lived there happily.

As time passed, the hunter and his wife died at the same time. Dutas
from Yamaloka, Brahmaloka,Vishnuloka and Shivaloka arrived and a
dispute arose between them as to where the souls should be taken.
Narada arrived at the scene and settled the dispute. Narada said that
even though Veeradatta has done a meritorious deed, he did it out of
stolen money and he should suffer its consequences. He would wander
about as a lonely ghost until all those people whose money was stolen
died. The wife had not committed any sin and her punya would take her to
Brahmaloka. She refused to go to Brahmaloka leaving behind her husband
in that miserable state.She enquired whether there was something she
could do to liberate her husband. Narada told that she should observe
fasting, take bath in a punyanadi, do darshan of Lord Shiva and and chant
Shatarudra mantra 1008 times. Narada initiated her into Shatarudra
mantra, She did as instructed and had her husband liberated. Vajra and
the people from whom he had stolen reached yamaloka upon their death.
Yama asked them depending on the punya and papa performed whether
they wanted the enjoyment or suffering first. All of them including the
thief Vajra had earned punya because the money went for a good
purpose. They preferred the enjoyment first and were directed to the
heaven. Later each one would undergo suffering according to his
individual papa. Dvijavarma, the hunter transcended the heaven and
enjoys in Kailasa even today.

Indra wanted to know how the punya earned by the construction of the
lake was shared among all these people. Brihaspati answered that
Dvijavarma got half of it, Vajra a quarter and the remaining was shared
among the owners of the wealth.

Sins are committed by mind, speech,body and action and their atonement
also should be done using the same means.

Brihaspati then went on to describe the sin associated with drinking.

Liquors are of five types - made from flour, palm, coconut, the one called
madhukam and one made from jaggery. The sins associated with them are
also in diminishing order. Everyone should avoid the first type. Kshatriya
should avoid the first type, vaisya the third also and sudra the first two.
Women except brahmin may also drink what is not forbidden to them, but
strictly in the presence of their husbands.

The quantum of sin for the four varnas on account of drinking is ten, eight,
six and four respectively and for the woman half of that. A brahmin who
has drunk inadvertently should observe a penance called chandrayana.
He should also chant gayatri mantra 10000 times and also the jatavedase
mantra along with ambikahrudayam for purification. For the other three
varnas the penance is proportionately smaller. Alternately, the japa can be
done 1000 times waist deep in water, Liquor is used in the worship of
shakti,but brahmins should not use it. For the varnas other than brahmins
drinking as part of worship only is allowed. A brahmin under no
circumstances should drink liquor, there is no prayaschitta for it.

Brihaspati then goes on to describe the sin associated with physical

relations that are forbidden.

Indra asked Brihaspati what sin he had committed to land up in this

predicament and also what prayaschitta needs to be performed.

Brihaspati said, " Danu, the son of Kashyapa and Diti was the predecessor
of the danavas ( demons ). Danu's sister Rupavati was married to Dhata.
Their son Vishvarupa was brillaiant, an authority in vedas and vedangas
and immersed in the worship of Narayana. The king of the asuras chose
Shukracharya as their guru. Indra became the king of devas. Seeing the
scholastic abilities of Vishvarupa the devas approached him to take up the
position of their priesthood. Vishvarupa agreed, however he did not
harbour any ill feeling towards the danavas who were his own people. The
devas and danavas were equally strong then. Later on Indra suspected
that Vishvarupa was aiding the danavas, Indra cut off his heads ( he had
three heads ). This caused Indra to incur the great sin called
brahmahatya. He started suffering because of that and hid himself in a
cave in Mount Meru.

Dhata, Vishvarupa's father cursed the devas that they would lose all their
prosperity. With Indra in hiding, the devas became leaderless and the
danavas started tormenting them. The devas approached Brahma for
solution who could not provide them with any. They then went to
Narayana. Indra's sin was divided into three parts and given to earth,
trees and women. On earth, it appeared in the form of natural fissures, on
trees in the form of sap and in women in the form of menstrual blood. All
three were also granted boons to compensate for the burden taken by
them. The earth was granted the boon that any pit dug on it will
eventually get filled up, the tree that any branch cut will grow back, and
the women fertility. Indra thus regained his lost glory. Dhata went to
Vishnu and requested that his curse should not be rendered totally
ineffective, it should affect Indra at least some time in the future. Knowing
what is going to happen in the future Lord Vishnu just observed silence.
Indra grew haughtier day by day to the extent that he started disturbing
even Kailasa . Lord Shiva himself created the situation that Indra got
cursed by Durvasa.

The three worlds became devoid of prosperity .Yajnas and danas were not
being performed anymore. Yama, niyama and tapas disappeared.
Brahmins became greedy and faithless. The earth became barren. The
Sun and Moon became dull. Agni lost his brilliance. The sky lost its pristine
clarity and the devas became weak.

Sage Hayagriva said, " As this conversation was taking place between
Indra and Brihaspati, a group of demons led by Malaka entered devaloka.
They destroyed Nandanodyana the garden of devaloka, started beating up
the guards, looting and forcefully taking away the apsaras. The devas
screamed in fear and ran to Indra who abandoned his throne and along
with them ran away. They approached Brahma and narrated the incidents
to him who in turn advised them to approach Vishnu. Brahma also
accompanied them. They sang hymns to please Vishnu who subsequently
addressed them and instructed them to compromise with the asuras. All
the herbs should be put into the milky ocean and it should be churned
with the mountain Mandara using Vasuki as the rope. The asuras should
be promised an equal share of the amrita that would emerge from
churning. However, Vishnu would ensure that they get nothing. By
drinking amrita, the devas would become strong and immortal and they
could regain all their lost glory. Accordingly a truce was arrived at between
devas and asuras. While churning, the asuras were tricked into taking the
head side of Vasuki while devas held the tail. Poisonous fumes emanating
from Vasuki's mouth burned and destroyed a lot of asuras.

Lord Vishnu assumed his kurma form and supported the Mandara
mountain from beneath as Brahma kept it lifted up from above. Narayana
assuming various forms moved about among devas and aided them. From
the milky ocean being churned thus, emerged Varuni devi with drunken
eyes. She went and stood before the asuras and they refused to accept
her, hence they became known as asuras ( devoid of sura; sura means
liquor ). Prompted by Brahma the devas accepted her and they came to
be known as suras ( ones with sura or liquor ). The divine cow, Surabhi
then emerged followed by apsaras and the divine tree called Parijata.
Then emerged the Moon which adorned the forehead of Shiva. Poison
emerged which was taken up the serpants. The divine gem called
Kaustubha came out and was taken up by Vishnu. An intoxicating herb
called Vijaya emerged which went to Bhairava. Then came out Lord
Dhanvantari carrying the pot of amrita and also Lakshmi seated on lotus
and the munis started praising her by chanting Sri suktam. The
gandharvas and apsaras also entertained her. The elephants guarding the
eight directions performed abhisheka on her with waters from holy rivers
such as Ganga. The milky ocean presented her with a garland made of
lotuses and Visvakarma gave from various ornaments. She seated herself
on the vakshasthala of Lord Vishnu glancing at the devas with mercy.

The devas received the graceful glance of Goddess Lakshmi whereas the
asuras did not. They became anxious and snatched the pot of amrita from
the hands of Dhanvantari. A fierce battle ensued between the devas and
asuras. Brahma and Shiva retired to their own respective abodes. Through
his yoga shakti , Lord Vishnu manifested Sri Lalita Maha Tripurasundari
( as Mohini ) who was his own form. Adorning enticing attire and
ornaments, she stood there as the epitome of feminine beauty. Her
appearance brought the battle to a sudden halt. She mesmerized the
asuras with her pretty smile and said, " you both are not going to gain
anything out of this fight. Let me mediate between you. I shall rightfully
distribute the amrita among all of you." The asuras handed over the
amrita pot to devi. She made the devas and asuras to sit in two separate
lines and standing between them told them to observe silence while she
served them the amrita taking turns. With a golden spoon she started
serving the devas first, The asura called Rahu in disguise seated himself
among the devas. As soon as he drank amrita, he was spotted by Sun and
Moon and Devi chopped off his head with the edge of the spoon. Even
after seeing this, the asuras mesmerized by the beauty of Devi did not
utter a word. After distributing the entire amrita among devas she kept
the empty pot before the asuras. The enraged asuras again engaged in
battle, but this time they were devastated by the devas who had become
strong by drinking amrita. Malaka was defeated by Indra and he assumed
the throne at Amaravati once again. This was made possible only by the
mercy of Devi.
Narada was a witness to all these. He went and narrated all that happened
to Lord Shiva after he left. Hearing how Adinarayana assumed the form of
Mohini, Shiva developed a desire to see that form. He left for
Ksheerasagara mounted on Nandi along with Parvathi. Vishnu welcomed
him with a warm hug. Shiva expressed his desire to see Vishnu's form as
Mohini enticing the whole world. Vishnu disappeared. Shiva started
looking around. He saw a beautiful garden hitherto seen by none with all
kinds of divine flowers emanating captivating fragrances.There were bees
buzzing around outperforming the veena, cuckoos at their melodious best
and peacocks dancing around merrily. There were trees like Tamala
everywhere and a lake with lotuses in blossom. As the slow breeze spread
the fragrance, there appeared under a parijata tree a beautiful feminine
form. She had the brilliance of the rising Sun and she was at the prime of
her youth. Seeing her, Shiva leaving behind Parvathy ran towards her and
embraced her. While Mohini tried to release herself, Shiva overpowered by
desire kept on embracing her and his veerya was released. Out of this
veerya was born a very powerful god called Mahashastha ( Ayyappa )
capable of vanquishing crores of demons. Wherever drops of Shiva's
veerya fell, the earth turned golden and silver in colour. Mohini
disappeared and Shiva also returned to Kailasa along with Parvathy.

Sage Hayagriva continued narrating to Agasthya ;

Once upon a time, there was a demon called Bhandasura who was the
greatest among asuras. He could create demons of any form as and when
he desired. He created a demon called Vishukra from his right shoulder
who was single handedly capable of protecting the entire asura clan and
as wise as Shukra acharya himself. From the left shoulder he created
another demon called Vishanga and also a sister for himself called
Dhumini. Together with his brothers, he started terrorizing the universe.
The devas ran helter skelter upon seeing them and even the trimuthys
rarely ventured out of their abodes in fear. The devas hid themselves in
patala, in the ocean and in far away corners of the world. The devas lost
their wealth, power and position. Brahma,Vishnu, Shiva, Indra, Yakshas,
serpants, Siddhas - they were all inconsequential to Bhandasura.

To destroy Bhandasura and save the three worlds, Lalita Maha

Tripurasundari took her second avatara out of Yaga agni. She carried
noose, goad,bow and arrows as her weapons. She was para shakti herself
and incarnation of parabrahma. Expert in warfare, she killed Bhandasura.

Agasthya asked Sage Hayagriva to tell him in detail about the birth of
Bhandasura, incarnation of Lalita Tripurasundari and how Bhandasura was
killed.

Hayagriva explained ; Long ago, Lord Shiva, after destroying the yajna of
Daksha prajapati left the company of Dakshayani ( Sati Devi ) and entered
into deep meditation in the himalayas on the banks of river
Ganga.Dakshayani stayed by his side worshiping him. After some time,
she through her yogic power left her physical body. She reincarnated as
Parvati, the daughter of Himavan. Narada informed Himavan that his
daughter was non other than Dakshayani herself. Parvati went and stayed
by the side of Mahadeva attending to him. During this time, the devas
were being tormented by a demon called Tarakasura. As instructed by
Brahma, they summoned Kamadeva and told him, " At the beginning,
Brahma was engaged in creation. The task didn't seem to come to an end
and Brahma grew tired. He started observing tapas. Lord Narayana along
with Lakshmi appeared. Brahma wanted a boon that he be able to create
with much ease. Vishnu looked towards Lakshmi and instantly you
( Kamadeva ) were born. You were endowed with arrows made of flowers
and and a bow made of sugarcane as his weapons. You were made
invincible and entrusted the task of all further creation. Brahma was asked
to sit back and be a witness to all of your activities. Now, a demon called
Tarakasura is wreaking havoc. He has been granted a boon by Brahma
that only Shiva's son can kill him. Lord Shiva is in deep meditation waited
upon by Parvathy. You go ahead and ignite passion in the mind of Shiva
towards Parvathy so that a son is born out of their physical union."

Kamadeva arrived at the venue of Shiva's tapasya. Seeing Shiva and

Parvathy together he aimed his flower arrow towards Shiva who woke up
from meditation and started looking passionately towards Gauri. In a
moment Shiva got hold of himself and started looking around to find out
how this happened. He saw Kamadeva standing there mischievously with
his flower arrows. In a fit of rage, Shiva opened his third eye and burned
him down to ashes. Shiva went back to meditation and a dejected
Parvathy went away to perform tapasya with her father's permission.

A commander of Shiva's army called Chitrakarma gathered the ashes of

burnt down Kamadeva and made the form of a boy out of it resembling
Kamadeva. Seeing this form in front him, Shiva infused life into it. An
excited Chitrakarma told the boy to pray again and again to Mahadeva
and gave him upadesha to Shatarudriya mahamantra, The boy went on
chanting the mantra and an appeased Shiva granted him the boons that
he would get half the strength of his enemy transferred to him, he can not
be harmed by weapons and and also sixty thousand years of ruler ship.
Seeing all this Brahma exclaimed in disbelief "Bhanda, Bhanda" ( meaning
it must be a joke, it must be a joke ) upon which the boy came to be called
Bhandasura. Shiva granted a number of weapons to Bhandasura and
disappeared.

Since he was born out of the anger of Rudra, Bhandasura had cruel nature
in him. Shukracharya, the guru of demons arrived and also hundreds of
strong asuras. As per Shukracharya's instructions, the sculptor of the
asuras was called in and he was asked to build a capital for Bhandasura
at the exact spot from where the asuras ruled the three worlds before. It
was to be called Shonitapuram ( the city of blood ). With his magical
power he did so instantly and Bhandasura was enthroned as the emperor
of asuras. Shukracharya gifted him the crown provided earlier to the
demon king Hiranyakashipu by Brahma. This crown had life of its own and
there is never defeat for one wearing it. He was again provided with hand
fans made by Brahma, the wind coming from which makes one free from
diseases and grief. A royal umbrella made by Brahma was gifted to him,
one who sits under it can not be touched by even crores of arrows. He was
further given a bow called Vijayam and a sword called Ripughathi. His
throne was like the brilliant Sun and he himself shone on it like a polished
diamond.

He appointed eight strong asuras as his ministers - Indrashatru,

Amitraghna, Vidyunmali,Vibhishana, Ugrakarma, Ugradhanva, Vijaya and
Srutiparaga. He had four beautiful wives called Sammohini, Kumudini,
Chitrangi and Sundari. Even the devas started serving him. He also a built
a very powerful army with chariots, horses and elephants.

As per Shukracharya's instructions they were constantly engaged in the

worship of Lord Mahadeva and with his blessings there was abundance of
wealth and progeny. Every asura household performed vedic yajnas and
the vedas and shastras were followed in letter and spirit. The very same
devas who enjoyed offerings in the yajnas of munis and noble brahmins
participated in the asuras' yajnas as well. In this manner the sixty
thousand years of Bhanda's rule passed in a snap of fingers.

Seeing Bhandasura growing stronger and stronger and Indra getting

weaker by the day, Lord Vishnu created a Maya who was capable of
enticing all the worlds. He told her than she would be undefeatable and
her task is to spark the flames of lust in Bhandasura and immerse him in
sensual pursuits. She prostrated before Lord Vishnu and went about her
task taking some apsaras for help.

Maya thus created by Lord Vishnu along with apsaras such as Viswachi
reached the banks of Manasarovar frequented by Bhandasura and his
consorts and built a beautiful dwelling place for herself. Bhandasura
arrived with his entourage and heard the melodious tunes being played on
veena by a beautiful woman. He was instantly smitten by the arrows of
Kamadeva and begged her company and love. He was elated when she
accepted his request and in the same manner the other powerful daityas
also fell for the apsaras aiding Maya. Drowned in lust and sensual
pleasure, they forgot the vedas and sastras, stopped performing yajnas
and even stopped worshiping Lord Mahadeva. Shukracharya was insulted
when he tried advising them. In this way Bhandasura and company spent
eight hundred years in sensual pursuits. Thus the asuras themselves
paved way for their destruction.

At this point of time Narada paid a visit to devaloka. Indra expressed his
gratitude for visiting them and enquired what auspiciousness was the visit
going to bring about. Narada said that Bhandasura was deluded by
Vishnumaya, but if he ever comes out of it, he would burn the three
worlds in vengeance. Indra lacks the power to defeat him even after
crores of kalpas. It is imperative that devas worship parashakti and only
by propitiating her their victory over Bhandasura is possible. As per
Narada's instructions Indra and other devas reached the foothills of
himalayas and there on the banks of Ganga started a great worship of
parashakti. The place came to be known as Indraprastha. They
worshipped Devi by means of japa, dhyana and severe austerities for ten
thousand years which passed like ten days.

In the mean time, Shukracharya reprimanded Bhandasura saying that all

the asuras are dependent on him for their freedom and this woman who
has enticed him is an illusion created by Vishnu who again and again tries
to eliminate their race. He should come back to his senses and as Indra
has already taken advantage of his delusion and started tapasya to
destroy him, he should immediately go to the venue of worship and
obstruct it. An alarmed Bhandasura called his ministers, explained the
situation and sought their opinion. Srutavarma said that the sixty
thousand years of rulership granted by Mahadeva have already gone and
just as they enjoyed during that time, now they should also embrace bad
times with equanimity. Bhimakarma said that it is not proper to stay away
from war just because the enemy is strong and moreover, Bhandasura
already has received a boon that he will get half the strength of his
enemy. Victory is definitely going to be theirs. Upon hearing this,
Bhandasura along with his army reached the banks of Ganga and seeing
them approaching, Devi through her mayashakti built a strong fort in front
of them. Bhandasura employed danavastra and brought it down, but it
came back as it is.He then employed vayavyastra and brought it down,
but again it came back. Every time he brought it down, it came back
intact. A frustrated Bhandasura returned to his base.

Meanwhile, upon seeing Bhandasura approaching and unaware that Devi

was protecting them, devas ran away in fear. Bhandasura was invincible
and their only refuge parashakti. They built a homakunda about nine miles
in size and performed a mahayaga for propitiating parashakti by offering
their own flesh in Agni. By doing so, they would either get back their
heavenly enjoyments or obtain brahmaloka. The flesh from all the limbs
were stripped and offered in Agni and finally the devas decided to offer
the whole body by jumping into the homakunda.

At that point of time a Sreechakra as brilliant as a crore of Suns and as

cool as a crore of Moons emerged from the homakunda with Lalita
Parameswari seated upon it. She shone like the rising Sun and was the
confluence of the Brahma - Vishnu - Shiva trinity. She was the ultimate in
beauty and was an ocean of anada. Her complexion resembled
japakusuma and attire had the color dadimikusuma. Adorning beautiful
ornaments, she was the epitome shringara and had kindness in her eyes.
She carried noose, goad, bow made of sugar cane and five flower arrows
as her weapons. Devas prostrated before her again and again. With one
glance Devi removed all their fears and made them physically strong and
powerful.

Devas praised Lalita Devi with Lalita Stavaraja. Devi said, one who praises
me with stavaraja will always remain righteous, prosperous and famous.
He will be knowledgeable, humble,devoid of diseases and long lived with
family and friends.

Brahma arrived with maharshis to have darshan of parashakti Sri Lalita

Mahatripurasundari. Vishnu arrived mounted on Garuda and Shiva on
Nandi. Narada and other sages came to take darshan of Devi and also the
apsaras. The gandharvas led by Viswavasu and the Yakshas arrived.
Durga, the chief deity of all mantras, Shyama the goddess of knowledge
arrived to have darshan of Mahadevi. Sapta matrus arrived with their own
respective bhutaganas. Yoginis came in crores. Bhairavas, Kshetrapalas,
Mahashasta, Ganesha, Kartikeya and Vatuka Bhairava came and paid
respects to Sri Lalita.

Ordered by Brahma, Viswakarma built a capital for Devi as elegant as

Amaravati. It consisted of several concentric enclosures and sheds for
elephants, horses and chariots. There were residences for ministers,
priests and other officials and also quarters for the attendants. Broad
roads connected parts of the city to each other. The central palace had a
royal entrance and several rooms. The throne at the royal court was made
of all wish granting chintamani gems. Brahma started wondering ' How
can a lady alone be enthroned which is against customs. She needs a
spouse by her side as only a couple is entitled to ruler ship.' For this
epitome of grace, only Shankara would be a suitable groom, but he roams
around with skull in has hand, begging, smeared with ashes and dwelling
in cremation ground. He is going to be rejected outright by Devi.

Then appeared before Brahma, Maheswara with a divine body ,a crore

times as handsome as Kamadeva. He adorned divine garments, garlands,
ornaments and perfumes. Brahma embraced the youthful Mahadeva and
named him Kameswara. He would be the most suitable groom for Sridevi.

One glance at each other aroused deep passion and love between Lalita
Devi and Kameswara. Both while being victorious over their senses were
overpowered by the arrows of Kamadeva.

Brahma said to Devi, " These devas, gandharvas, apsaras, rishis - they all
want to see you adorning that throne as the empress, You may accept
Kameswara as your husband and enthrone yourself."

Devi said, " I cherish my freedom and have always been in command of
myself. My husband should be one who can accept this independent
nature of mine."

Brahma said, " From the non dual parabrahma evolved prakriti and you
alone are both of these. You are devoid of any beginning, omnipresent and
both cause and effect. The great yogis yearn for your realization alone.
You are all kinds of actions. You are both discernible and indiscernible at
the same time. You are praised as pancha brahma svarupini. You are the
creator,sustainer and destroyer. There can never be any interference in
your freedom. Hence, you may accept Kameswara as your husband for
the welfare of the world."

Upon hearing this Devi took a garland and threw it up in the sky, It went
and fell around the neck of Kameswara. Devas, elated showered flowers.
Brahma told Vishnu that the marriage should be conducted in the proper
manner. Since Devi is of his own form, in the capacity of a brother Vishnu
should give away the bride in marriage. Accordingly, Vishnu performed
kanyadanam of Devi to Kameswara in the presence of devas, rishis, pitrus,
gandharvas, apsaras and other celestial beings.

Wedding gifts started pouring in. Brahma gave a bow made of sugarcane
as strong as the diamond. Vishnu gave arrows made of flowers that never
lose their freshness. Varuna presented a serpent noose and Viswakarma a
goad. Agni presented a crown and earrings were given by Sun and Moon.
Samudra gave an ornament studded with navaratnas. Indra gave a
madhupatra that never empties. Kubera gifted a necklace studded with
chintamani gems and Vishnu a royal umbrella. Ganga and Yamuna
presented chamaras. Brahma, Vasus, Adityas, Rudras, Asvins, Dikpalas,
Maruts, Sadhyas, Gandharvas and Ganeswaras presented their own
weapons respectively. They also presented chariots with strong speedy
horses.

The coronation of Devi as empress was also conducted alongside. Brahma

presented an aircraft called Kusumakara. It was invincible and decorated
with flowers spreading divine fragrance capable of eliminating hunger,
thirst and diseases. It could move freely on land, in the sky and in heaven.
Mounting Kusumakara, the divine couple set out on a royal procession in
the accompaniment of celestials. The gandharvas played musical
instruments and apsaras showered akshata.
Upon returning, Devi occupied the throne along with Shiva and started
fulfilling the wishes of all those present by mere glance. Seeing this
.Brahma praised her with two names "Kamakshi" and "Kameswari". The
clouds rained in time and abundance was everywhere. Most coveted
objects, kalpavriksha, kamadhenu and chintamani were seen in every
household. The trimurthys, devas, rishis and other celestials started
residing in this city.

Sridevi with motherly affection took care of everyone and granted every
wish. In this manner, Kameswari and Kameswara ruled for ten thousand
years. One day sage Narada arrived and after paying respects to
Mahadevi told, " the celestials who are receiving your mercy have been
here for too long a time leaving their respective abodes empty and
vulnerable. The purpose of your avatara is protection of the righteous
from Bhandasura. They all may be prompted to return to their respective
places and look after their duties." Accordingly, Mahamaya honoured the
devas and asked them to return.

One who reads this part of Lalitopakhyanam narrating the appearance of

Lalita Mahatripurasundari and her coronation with devotion in the morning
will become affluent and his words shall become nectarine. He will
become famous and strong and his prosperity will remain permanent. One
who reads this devotedly three times a day for six months will attain
prosperity.

Sri Lalita Parameswari with her army of shaktis set out to annihilate
Bhandasura. The oceans became her battle drums and sound that came
out from them filled the sky. Various other instruments like mridanga and
pataha played along.

From the goad of sridevi emerged a shakti called Sampatkari as brilliant as

the rising Sun. She led crores of elephants, horses and chariots. She was
mounted on a huge fierce elephant called Ranakolahala. She wore an
armor and was seen rocking a sword that resembled the eyebrow of the
god of death.

From the noose of Sri Lalita devi emerged a Shakti called Ashwaroodha.
She had an army of horses with her. The horses belonged to various
supreme breeds like vanayuja, kambhoja and kairata. They were all
obedient and wore signs of equine perfection. They moved about making
loud sound with their hoofs. Ashwaroodha herself rode a horse named
Aparajita and bore goad, noose, cane and reins in her four hands.

Then emerged the shakti called Dandanatha. Her battle drums deafened
the worlds. From the terrible flames emanating from her hands emerged
shaktis carrying diamond like arrows ready to shoot in all directions. There
were many others wielding swords and shields. Hundreds of others
holding canes cleared the path for the huge army of Lalita Devi. The
umbrellas held by shaktis in Dandanatha's division shone like countless
moons in the sky Terrible bhairavas like Chanda and Ucchanda holding
spears and flames in place of their hair looked as if they would burn down
the entire asurakula. Thousands of boar - faced fierce looking shaktis
mounted of buffaloes accompanied Dandanatha holding various weapons.

Dandanatha alighted from her chariot called Kirichakraratha [4] and

mounted a fierce lion called Vajraghosha which had disheveled hair, wide
mouth and nails piercing the earth and reaching patala. It ground its teeth
and the sound deafened the ten directions. Its tail itself was three yojanas
long . Seeing Dandanatha in extreme rage the devas themselves were
terrified and thought ' is this boar - faced shakti going to destroy the
entire universe, is she going to split the earth into two with a stroke of her
musala, is she going to plough through the oceans ? ", The devas
repeatedly chanted the twelve names of Dandanatha to appease her and
keep themselves away from her rage.
Agastya requested Hayagriva to tell him those twelve names of
Dandanatha which the devas chanted, Hayagriva said they are -
1. Panchami 2. Dandanatha 3. Samketa 4. Samayeshwari 5.
Samayasamketa 6. Varahi 7. Potrini 8. Shiva 9. Vartali 10. Mahasena
11. Ajnachakreswari 12. Arighni.

By chanting these names, one is protected from danger as if in a diamond

cage,

Battle drums and instruments announced the arrival of Shyamala devi the
mantrini (minister) of Sri Lalita Parameswari. Shaktis accompanying her
played musical instruments, sang and danced. Their eyes looked
intoxicated with kadamba rasa and they had peacocks, cuckoos, swans
and mongooses as their vehicles. Shyamala devi was riding her chariot
called Geya chakra ratha. [5] She had dark cloudy complexion, intoxicated
eyes with drops of sweat on her forehead. Devas praised her with sixteen
names - 1. Sangeetayogini 2. Shyama 3. Shyamala 4. Mantrinayika 5.
Mantrini 6. Sachiveshani 7. Pradhaneshi 8. Shukapriya 9. Veenavati 10.
Vainiki 11. Mudrini 12. Priyakapriya 13.Neepapriya 14. Kadambeshi 15.
Kadambavana vasini 16.Sadamada.

One who praises Sri Rajashyamala with these sixteen names will entice
the three worlds.

Mantrini was responsible for the administration of Sri Lalita's kingdom and
army of Shaktis. From the parrot in her hands emerged Dhanurveda with
four hands, three heads and three eyes. He prostrated before her and
presented a bow called Chitrajiva and a pair of never emptying quivers.
Shyamala had two assistants called Yantrini and Tantrini who carried her
parrot and Veena. She had army consisting of one thousand akshauhinis.

Now, Sri Lalita parameswari herself climbed on to Chakraraja ratha . She

held a goad which looked like Agni with flames, a snake like noose, a well
decorated bow made of sugarcane and five flower arrows. Her crimson
hue outshone thousand rising Suns. The skies in the ten directions
reflected the brilliance of her moon like face.The shine of the pearl from
her royal umbrella lit the entire world. Her maids,Vijaya and others held
gem studded staffs and fanned her with beautiful chamaras. Praised by all
, with her infinite army and with such pomp and glory around her, she
looked like the one and only empress of the universe. She blessed the
trimurthys with her glance. The brilliance of her flower arrows lit the three
worlds. Apsaras as brilliant as lightening showered akshata on her.
Ascending her chariot with a flag touching the sky sporting Sreechakra ten
yojanas in size lighting worlds with the brilliance of divine weapons and
surrounded by an infinite army shaktis, thus set out Sri Lalita
Mahatripurasundari for the battlefield.
The maruts praised her with twenty five names. Agasthya became curious
to hear them. They are - 1.Simhasaneshi 2. Lalita 3. Maharajni 4.
Varankusha 5. Chapini 6. Tripura 7. Mahatripurasundari 8. Sundari 9.
Chakranatha 10. Samrajni 11. Chakrini 12. Chakreshwari 13. Mahadevi
14. Kameshi 15. Parameshwari 16. Kamarajapriya 17. Kamakotika 18.
Chakravartini 19. Mahavidya 20. Shivanangavallabha 21. Sarvapatala
22. Kulanatha 23Amnayanatha 24.Sarvamnayanivasini 25.
Shringaranayika

(Note : As per Sri vidya rantanakara, the names Sundari and Chakranatha
are combined into one name and Shivanangavallabha is split into two -
Shiva and Anangavallabha. )

One who praises Sri Lalita with these twenty five names shall achieve the
eight siddhis, great fortune and fame.

Agasthya requested Hayagriva to tell him about the various Shaktis who
occupied Chakrarja ratha of Sri Lalita Parameshwari.

The ninth outermost layer of the Chakraraja is occupied by 1. Anima 2.

Mahima 3. Laghima 4. Garima 5. Ishita 6. Vashita 7. Prapti 8. Prakamya
9. Mukti 10. Sarvakama . They have the color of japakusuma and wielded
chintamani gem, skull, trident and kajal in their four hands. Full of
kindness they are served by yogis. They are siddhis.

On the eastern side of the ninth layer at a higher level are 1. Brahmi 2.
Maheshwari 3. Kaumari 4. Vaishnavi 5. Varahi 6. Indrani 7. Chamunda 8.
Mahalakshmi. They are red in color , wear red clothes and hold a skull and
a blue lotus in their two hands. In an alternate dhyana they appear as
having similar forms as their spouses and hold the same weapons as
them.

On a slightly higher level above them are the Mudrashaktis. They have the
color of japakusuma and wear yellow clothes. In their four hands they hold
swords and shields. Their eyes are red with intoxication. The Mudrashaktis
are 1.Sarvasamkshobhini 2. Sarvavidravini 3. Sarvakarshanika 4.
Sarvavashankari 5. Sarvonmadana 6. Sarvamahankusha 7.
Sarvakhechara 8. Sarvabija 9. Sarvayoni 10.Sarvatrikhandika.

The above twenty eight shaktis are called prakatashatis.

On the eighth layer reside the gupta shaktis sixteen in number. Coral
colored, with three eyes and four hands holding bow, arrow, sword and
shield, moon adorns their crowns. Full of excitement to fight Bhandasura,
they are 1. Kamakarshini 2. Budhyakarshini 3.Ahamkarakarshini 4.
Shabdakarshini 5. Sparshakarshini 6. Rupakarshini 7. Rasakarshini 8.
Gandhakarshini 9. Chithakarshini 10. Dhairyakarshini 11.Smrityakarshini
12. Namakarshini 13.Bijakarshini 14. Atmakarshini 15. Amritakarshini
16. Sharirakarshini.
They are the sixteen kalas of Moon.

On the seventh layer reside Guptatara shaktis also called Ananga shaktis.
Burning with wrath towards Bhandasura, these shaktis are of the color of
japakusuma holding bow made of sugarcane, flower arrows, flower ball
and blue lotus in their four hands. They are : 1. Anangakusuma 2.
Anangamekhala 3. Anangamadana 4. Anangamadanatura. 5.
Anangarekha. 6. Anangavega 7. Anangankusha 8. Anangamalini.

On the sixth avarana reside Sampradaya shaktis with pleated hair and
wearing sindoora tilaka. They are of extremely ferocious nature. Their
bow, arrow, sword, shield - they are all made up of fire. Ready to take
orders of Sri Lalitambika, they are, 1. Sarva samkshobhini 2. Sarva
vidravini 3. Sarvakarshini 4. Sarvahladanika 5. Sarva sammohini 6.
Sarva stambhana shaktika 7. Sarva jrimbhana shakti 8. Sarva vashankari
9.Sarva ranjanashakti 10. Sarvonmadana shakti 11. Sarvartha sadhani
12. Sarva sampathi purani 13. Sarva mantramayi 14. Sarva dvandva
kshayankari.

The shaktis occupying the fifth layer are called the Kulotheerna shaktis
They are crystal complexioned and wield axe, noose, gada and bell in their
hands. Their eyebrows are curved out of anger towards Bhandasura. Their
names are : 1. Sarva siddhiprada 2. Sarva sampatprada 3. Sarva
priyankari 4, Sarva mangala karini 5. Sarva kamaprada 6. Sarva dukha
vimochini 7. Sarva mrityu prashamani 8. Sarva vighna nivarini 9.
Sarvanga sundari 10. Sarva saubhagya dayini.

The pearl colored shaktis occupying the fourth layer are called Nigarbha
yoginis. They hold vajra, shakti, tomara and chakra in their four hands and
are all ready to engage Bhandasura in battle.Their names are : 1. Sarvajna
2. Sarvashakti 3. Sarvaishwarya pradayini 4. Sarva jnanamayi 5. Sarva
vyadhi vinashini 6. Sarvadhara swarupa 7. Sarva papahara 8.
Sarvanandamayi 9.Sarva raksha swaroopini 10. Sarvepsita phalaprada.

On the third layer reside rahasya yoginis. Their weapons are bow, arrow,
veena and book. Their color is that of red ashoka flower. They are fully
armored and are full of anger towards Bhandasura. They are : 1. Vashini
2. Kameshi 3. Modini 4. Vimala 5. Aruna 6. Jayini 7. Sarveshi 8. Kaulini

On the second layer are the extremely powerful atirahasya yoginis. They
are known as the conscience keepers of Sri Devi. They have eight hands
holding bow, arrow, drinking vessel, matulunga, sword, shield, snake
noose and bell. They are very secretive and are intoxicated. They are : 1.
Kameshi 2. Vajreshi 3. Bhagamalini. They are as brilliant as Lalita
Parameshwari herself.
Sri Lalitambika is seated at the centre on the Mahanada peetha. With her
are fifteen tithi devatas resembling Devi in form and holding the same
weapons as Devi. They are extremely angry with Bhandasura and are
known to appear yuga after yuga for the welfare of the world. They are :
1. Kameshi 2. Bhagamala 3. Nityaklinna 4. Bherunda 5. Vahnivasini 6.
Mahavajreshwari 7.Dooti 8. Tvarita 9. Kulasundari 10. Nitya 11.
Neelapataka 12. Vijaya 13. Sarvamangala 14. Jvalamalinika 15. Chitra.

With these main shaktis and her army of crores of other shaktis Sri Lalita
set out to destroy Bhandasura.

The name of Bhandasura's city was Shunyaka. It had an area of one

hundred yojanas. It was on a seashore at the foothills of Mahendra
parvata. There was great panic and agitation as the news of the imminent
attack by Sri Devi's army came in. There were bad omens all around.
Shunyaka became dark as if filled with smoke. Meteors started falling.
Tremors caused cracked in the walls. There were spontaneous fires
everywhere. Crows crowed and vultures cried loudly looking at the sky.
Fearsome oracles by ghosts were heard. The ornaments of the women of
asuras started falling down by themselves. Mirrors, clothes, gems - they
all started looking dirty. Everywhere rude words were being heard. Drops
of blood were seen in yajnasalas. Bundles of hair were seen strewn
around. The residents rushed to Bhandasura to report these bad omens.
Bhandasura, calm and composed entered the royal court and sat down on
his throne.

Bhandasura was flanked by his two brothers Vishukra and Vishanga of

formidable strength and vicious mind. They never breached Bhandasura's
order or intent. The underkings each with their own huge armies arrived to
pay respect to Bhandsura.

Vishukra in his deep voice told Bhandasura, " The sinful and foolish and
helpless devas upon being defeated by you, immolated themselves by
jumping into fire. From that fire emerged some haughty woman who
instigated by Indra and others has set out to defeat us with an army of
fledgling womenfolk. It looks like a joke. A tender leaf trying to cut a rock.
An act even Brahma, Vishnu, and Shiva would not dare to do scared of our
deadly weapons and valor. However, she need not be underestimated as
she is still an enemy. Hence, please depute a few of your soldiers to chase
her away or even better, she may be dragged by her hair here and she
would do well serving the queens as a maid.

Vishanga, wiser and more thoughtful between the two said, " Lord, it is
not that you need to be told anything as you know everything. However,
everything needs to be well thought about as thoughtless action will lead
to disaster. We should send some spies to assess the strength of the
enemy. It is not wise to overlook the strength of the enemy. In the past
Hiranyakashipu was killed by a half lion half man who suddenly emerged
out of the pillar. A woman called Chandika only killed the powerful asuras
Chanda, Munda and Mahisha. We can not ignore her just because she is a
woman. We should assess her strength, what she wants and who is behind
her."

Bhandasura raised his eyebrows in scorn and said, " all this is correct if
the fight was going to be between two equals. Here the so called enemy is
only a feeble woman. She doesn't deserve application of martial
intelligence, We have one hundred strong commanders each leading
akshauhinis of army. Don't waste your time worrying about that woman.
Moreover, I am already in the know of what is happening through spies.
This is some woman who has arisen from agni and her name is Lalita. She
is as tender as a flower justifying her name. She is neither powerful nor
brave and she doesn't anything about warfare. She has knowledge of
magic and creates illusions. Her army of women has given her a false
notion of strength. Even if she has an army , what can she do to me ?
Crushed by me, the devas who are in hiding can't even breathe and what
harm is she capable of causing me ? Or, even if the devas or even
Brahama, Vishnu or Shiva are trying an adventure keeping her in the
forefront, I am going to pulverize them. Out of my one hundred
commanders such as Kutilaksha and Kurunda are born hundreds of asuras
as powerful and as valorous as Hiranyaksha and Hiranyakashipu. They
don't return from the battlefield unless and until the last of the enemy is
turned into ashes. They are also well versed in magic. Hence, don't worry
unnecessarily."

Bhandasura stood up and ordered Kutilaksha to station his soldiers to

guard all entrances of Shunyaka and also send some commanders with
their forces ahead to chase the enemy away and also to perform powerful
black magic rites. The haughty woman should be defeated and brought in
dragged by her hair.

The asuras started their retaliation. Their loud drum beats deafened all
the worlds. Crores of them with ear piercing war cries set out to fight Sri
Lalitambika. Carrying deadly weapons, they were seen mounted on
elephants, horses, camels, donkeys, lions and tigers and all kinds of other
animals and birds.

Kutilaksha sent forth a commander by name Durmada along with ten

akshauhinis of army to fight Sri Devi. Kutilaksha also deployed an asura
commander called Talajanghaka at the eastern entrance of Shunyka the
asura capital, Talabhuja at the western entrance, Kalaketu at the
northern entrance each with ten akshauhinis of army. Troops were also
deployed in a circle all around the city.

Kutilaksha reported to Bhandasura, " Lord, as per your orders I have

secured all entrances of Shunyaka and Durmada has gone ahead with his
troops to challenge the woman even as a mere soldier is enough to
destroy her." The army of demons pounced upon shakti sena and fierce
fight broke between the two. The sky was filled with dust rising from the
battlefield.

Sampatkari devi jumped in with her shaktis. Mass destruction of the

demons began and the battlefield filled with streams of blood. Corpses of
asuras, their severed heads and broken flag posts were strewn
everywhere. Asura soldiers started screaming in pain. Durmada mounted
on a camel called Deerghagriva assembled his army back and continued
fighting. His soldiers showered arrows on the shakti sena which for a
moment stood immobilized. Sampatkari riding her elephant Ranakolahala
was so skillful in archery that nobody could even see her mounting arrows
and shooting incessantly. Direct fight started between Durmada and
Sampatkari and the arrows shot by them at each other masked Sun
causing darkness. There were sparks from weapons seen everywhere.
Sampatkari's elephant also inflicted severe damage on the asura sena. An
arrow shot by Durmada felled a gem from the crown of Sampatkari who
enraged by this pierced his chest with arrows. The asuras started falling
dead by thousands and the rest fled back to Shunyaka.

The news of Durmada's death infuriated Bhandasura. Durmada was

invincible. What devas, serpents and men could not do, how could that
happen from an ordinary woman. Kurunda, Dumada's elder brother was
called in and asked to go to the battlefield with twenty akshauinis of
troops. He was well versed in illusory warfare. His army started showering
arrows on the shakti sena of Sampatkari. He swore to send Sampatkari to
Yamapuri for having taken the life of his brother. He would make putanas
enjoy her blood.

At this point of time Ashwaroodha appraoched Sampatkari and in a

friendly manner requested that she would like to take over from her.
Sampatkari agreed smiling. Shaktis of Ashwaroodha started killing the
demons in thousands. Even her horse did not spare enemies that came
within its reach. Ashwaroodha and Kurunda came face to face and
engaged in a fierce fight. Ashwaroodha used her noose and from it
emerged crores of snake like nooses that started binding and destroying
the daityas. An annoyed Kurunda broke the bow of Ashwaroodha by
shooting an arrow. Ashwaroodha in retaliation pierced his heart with her
goad and he bled to death. Innumerable putanas emerged from the goad
and starting eating up the demons already tied by the nooses. The twenty
akshauhinis that came with Kurunda were almost destroyed and a few
who escaped fled to Shunyaka. Upon hearing what happened, Bhandasura
started hissing like a snake.

Bhandasura was upset. He never imagined that the asura kingdom would
ever face such a situation. He asked Kutilaksha to send Karanka and four
other commanders along with one hundred akshauhinis of troops to the
battlefield. These commanders would give up their lives in the battlefield,
but would never come home defeated. The army pounced upon the shakti
sena. Karanka and the other commanders with their magical power
created a serpent demoness called Ranashambari with a horrific form. She
was like Kadru the mother of serpents. She started producing crores of
fearsome poisonous snakes from her body. They started killing the shaktis
with their deadly poisonous bites and poisonous fumes. Even as the shakti
sena killed thousands of them more and more came out of the sarpini's
body. The bodies of shaktis burned in poisonous flames. There was
confusion and panic. Karanka, riding a chariot drawn by one thousand
donkeys showered arrows on the shakti sena. Kakavasita riding an
elephant attacked them with chakra. Vajradanta mounted on a camel
assaulted with diamond tipped arrows. Vajramukha attacked with spears
and Vajraloma with arrows.

A shakti called Nakuleshwari ( of the form of mongoose ) emerged from

the palate of Sri Lalitambika. She came riding garuda. She had the form of
entire vangmaya and teeth like diamond. Garuda stood as firm as the
Meru parvata. From the thirty two teeth of Nakuleshvari devi emerged thir
ty two crores of golden colored mongooses. They started attacking the
snakes cutting them to pieces with their teeth. Nakuleshwari and
Ranashambari fought each other. Nakuleshwari used garudastra on the
sarpini which killed her. Angry at her loss, Karanka and the commanders
along with their army turned towards Nakuleshwari and fought her. They
started killing the mongooses who also fought back vigorously and caused
great damage to the demons. Nakuleshwari used a weapon called
Akshinanakulam from which emerged crores of mongooses which
destroyed the entire one hundred akshauhinis of the five commanders.
Mounted on garuda, Nakukeshwari chopped their heads and a few
remaining daitya soldiers fled to Shunyaka. Seeing her valor and skill
Shyamala devi made Nakuleshwari her angadevata.

Bhandasura became miserable and disappointed. How could this be

possible ? Five brave commanders who defeated the devas by means of
the same maya sarpini, now vanquished by a woman's illusory power ? He
ordered to send forth the seven commanders - Balahaka, Suchimukha,
Phalamukha, Vikarna, Vikatanana, Karalaksha, Karataka together with
three akshuhinis of army to the battlefield. They were sons of Keekasa and
always worked in unison. The movement of this army was so heavy that
even the oceans turned brown due to the dust raised by them. Shakti
sena charged forth. Balahaka scorned at them saying, " you come closer,
sending you all to Yamapuri will be even faster then." The two armies
penetrated each other while fighting fiercely so much that it became
difficult to tell one from the other.

Balahaka mounted on a great eagle by name Samharagupta inflicted

severe damage on the shakti sena. The other brothers also caused great
distress to shakti sena which lost thousands of their soldiers to death.
These seven brothers had performed severe tapas in the past and
obtained a boon that Sun would reside in their eyes when invoked and
immobilize the weapons of the enemy. Balahaka and his brothers
activated this power and it started turning really bad for the shaktis. Their
weapons rendered useless they got killed in thousands. The helpless
shaktis prayed to Sri Lalitambika. She looked towards Tiraskarini devi, the
body guard of Dandanatha. She was of very dark complexion and rode a
chariot drawn by two dark horses. With her bow called Mohana, she
started raining arrows on the asuras. Ordered by Dandanatha, she used
Andhastra and blinded the seven asura commanders. With the power of
the eyes of Balahaka and his brothers gone the shaktis regained their
strength and once again started slaying the daitya army. The shaktis
praised Tiraskarini devi. She killed the seven commanders one after
another and the shakti sena devastated three hundred akshuhinis of their
army. Whoever escaped fled to Shunyka. Dandanatha became pleased
with Tiraskarini and congratulated her.

Bhandasura, once again sad and disappointed at the unexpected defeat of

the seven commanders called a meeting of chiefs including his brothers
Vishanga and Vishukra and started wondering what destiny had in store in
for them. Were the devas once again going to dominate them ? Finally he
reconciled saying that whether it is fate or not, that should not become
reason for not putting in effort. Spies had brought in information that the
woman leader of the enemy is stationed far inside the enemy lines in the
west. She had very little force around her for protection. West side of her
was completely open leaving her highly vulnerable. Shakti sena was
concentrated only in the east and south. It should be possible to attack
from behind and capture her. Vishanga with his power to be invisible
should be ideal for this task. He would take fifteen other chiefs with him
who would deal with whoever is around her.

With this plan Vishanga, fifteen chiefs and their fifteen akshauhinis of
army came out from the western entrance of Shunyka moved along the
northern side of shakti sena towards the rear where Sri Lalitambika had
positioned herself. Once there they found her chariot as huge as Mount
Meru itself and Devi as brilliant as thousand Suns occupying it. It was
night and the surprise attack by the invisible asura army took the
attendants of Sri Devi unawares. The shaktis at the outermost layer of
Chakraraja ratha began to get wounded. However,the yoginis from the
upper inner layers started shooting various weapons in all directions. In
the mean time, Bhandasura sent Kutilaksha along with ten akshauhinis so
that they would get between Sri Lalita and her army. If the shakti sena
tried to go back to help Devi they would be prevented thus.

The fifteen Nitya devis went to Sri Lalita and exclaimed about the
unrighteous manner which the daityas have now resorted to. It was night,
they had made themselves invisible by maya and knowing that the whole
army was ahead started attacking Devi from behind who was actually
was not even engaged in active fight - all in gross violation of the rules of
war. They were enraged and sought permission from Sri Lalitambika to
eliminate these daityas. Allowed by Sri Devi, the Niyta devis sprang upon
the attackers and each of the fifteen chiefs fell prey to each of the Nitya
devis. Upon the elimination of his chiefs, Vishanga tried to continue the
fight but soon realized his extremely weak position. Kameshwari Nitya
Devi pierced his marmas with her arrows and he had to flee with whoever
was left. The fleeing asuras were spared. Kutilaksha also lost his ten
akshauhinis and fled from the scene.

At dawn, perturbed by the news of the attack on Chakraraja ratha,

Mantrini and Dandanatha led their chariots towards Sri Lalitambika and
parked them by the side of Chakraraja ratha. They approached Sri Devi
and expressed their concern about the vulnerability to the evil designs of
the asuras who had no respect for the rules of warfare. They proposed
construction of a firewall ( vahni prakara ) all around the shakti sena for
protecting them at night and also from illegitimate attacks leaving a well
guarded opening in the south. Shunyaka was to the south of shakti sena.
The Nitya devi Jwalamalini was entrusted the task of construction of
firewall. Chakraraja ratha was brought to the centre and on either side of
it Mantrini and Dandanatha placed their chariots. Sampatkari placed
herself behind Chakraraja ratha and Ashwaroodha placed herself in the
front. Dandanatha posted Stambhini to guard the entrance to vahni
prakara.

Bhandasura conferred with his bothers and thirty sons and decided to
send his sons along with two hundred akashauhinis of army to fight. They
were all exponents in warfare and extremely powerful. They held credit to
Bhandasura's victory over the devas. Promising each other to annihilate
the shakti sena and to bring Sri Devi to her feet they proceeded towards
vahni prakara. Their ear breaking roars caused agitation and panic among
the shakti sena.

Bala devi, Sri Lalitambika's daughter, repository of all knowledge,

valorous, nine year old and always by her mother's side wanted to go fight
the enemy now proceeding towards vahni prakara. Sri Lalitambika tried to
dissuade her saying that she was too young and tender for battle.
Balambika wouldn't give up. Finally, Sri Lalita provided her with a divine
armor, weapons and blessed her with success before allowing her to go to
the battlefield to fight the powerful sons of Bhandasura. Hundred swans
drew her chariot. On the way, Mantrini and Dandanatha also tried to
persuade her to go back, but Balambika convinced them also. They both
positioned themselves on either side of Balambika and proceeded towards
the entrance on the south side of vahni prakara.

Balambika drove her chariot right into the middle of the thirty sons of
Bhandasura like lightening and rained arrows on them. Dandanatha and
Shyamala withdrew and just watched in awe. This young girl would not
require anybody's help. On the second day, Balambika employed
Narayanastra that devastated the entire two hundred akshauhinis of asura
army. Then with thirty arrows and a prayer to her mother she beheaded
the thirty sons of Bhandasura simultaneously. Upon return to her mother
after her impressive victory, Shyamala and Dandanatha narrated her
daring acts to Sri Lalitambika who took her to her lap and kissed her on
the forehead with great love and affection.

Bhandasura's grief at the loss of all his thirty sons at one go was
uncontrollable. A nine year old girl killing all his sons whom even the
devas feared was unbelievable. He kept on lamenting, fainted and fell
down from the throne. Vishukra, Vishanga and Kutilaksha consoled him
saying that his sons have only achieved veeramrityu quite befitting brave
kings and he should not be mourning their death.

Bhandasura was blazing with anger. He got ready to go to the battlefield

himself to cut the woman to pieces. He was stopped by his commanders
who said that it was not necessary while they were still around.

Bhandasura ordered Vishukra to make Jayavighna yantra ( for creating

obstacles ) and employ it on the enemy. Vishukra proceeded towards
shakti sena but was stopped by the firewall. Its well guarded entrance
was also impenetrable. He inscribed the vighnayantra on a stone slab,
energized it with appropriate mantras and after offering bali of goats to
evil force invoked on to it, threw it across the firewall into the midst of the
enemy camp. Immediately, lethargy, unrest and revolt broke out in the
shakti sena. The shakti soldiers put their weapons down and started
saying, " Why should we unnecessarily kill asuras and incur sin ? What do
we gain by helping devas ? Who is this Swamini ( Lalita ) the queen ? Who
is Mantrini ? Who is Dandanatha ? Why should we serve them ? There is
no point taking so much trouble. Let us relax. There is nothing as good as
sleep."

Mantrini and Danadnatha realized that the shakti sena had stopped taking
their orders and took the matter up with Sri Devi. They said, " Oh !
Goddess, don't know why, our sena has suddenly adopted the principle of
'non violence' . They have stopped worshiping you and are abusive
towards us. Having laid down their arms, they have become lazy and have
become fond of sleeping, At the same time the enemy is outside our camp
beating their drums and challenging us,"

Sri Lalitambika who understood the mischief played by the daityas looked
towards Kameshwara who just smiled. She also smiled and from the
brilliance of her smile was born Lord Maha Ganesha. Taking blessings from
his mother, he went about the task of destroying the Jaya vighna yantra.
He just pulverized the yantra with his strong teeth along with the evil
forces present in it and threw the powder into the air. The shakti sena
came out of its mesmerized state and became active again. Maha
Ganesha then created seven crores elephant headed warriors resembling
himself capable of drinking up the seven oceans and appointed Amoda,
Pramoda, Sumukha, Durmukha, vighna and Vighnaharta as their
commanders.
The army of Ganesha pounced upon the thirty akshauhinis of Vishukra's
sena and massacred them. Gajasura and his seven akshauhinis were also
destroyed. Vishukra fled back to Shunyaka. Victorious, Lord Ganesha
returned and Sri Lalitambika blessed him that he would be the first one to
be worshiped among devas.

Bhandasura reorganized his army. Vishukra and Vishanga would go back

with four hundred akshuhinis. Bhandasura's sister Dhumini's ten sons who
trained under himself would join them. Looking at this combination the
devas became skeptical. Terrible fight between the two sides ensued.
Dandanatha took up Vishanga and Shyamala took up Vishukra. Out of
Bhandasura's nephews, Ashwaroodha fought Ulukajith, Sampatkari fought
Purushena, Nakulidevi fought Vishena, Mahamaya fought Kuntishena,
another devi fought Kurushaka, Unmatta bhairavi fought Malada,
Laghushyama fought Karusha, Swapneshi fought Mangala, Vagvadini
fought Drughana and Chandakali fought Kollata. Seeing the shakti sena
getting an upper hand, on the third day of this battle Vishukra employed
Tarshastra. Struck by severe thirst as a result of this the shakri sena
became thoroughly fatigued. The weakness made them to fall on the
ground in large numbers. The shakti sena stopped fighting and was being
slayed in great numbers.

Mantrini asked Dandanatha to call in Madira Sindhu ( ocean of wine ) who

was an occupant of Kiri chakra ratha. Madira Sindhu caused showers of
wine and crores of streams of tasty wine started flowing among the shakti
sena which were drank up by the shaktis. Rejuvenated, the shaktis were
ready for the battle again.

Dandanatha blessed Madira Sindhu that he will have a place in yagas such
as Vajapeya similar to that of soma juice and the devas would partake of
him after proper purificatory rights. Siddhis would be obtained thus by his
prescribed consumption. Maheshwara, Maheshwari, Balarama, Bhargava
and Dattatreya would be among the great who would drink plentiful of
him. He returned to his own place.

Intense battle continued and the end of which Vishukra, Vishanga and the
nephews of Bhandasura got killed along with their army.

Agasthya became curious to know about the reaction of Bhandasura when

he came to know about the death about his brothers and nephews and
how he was defeated by Sri Devi. Hayagriva continued narrating.

Bhandasura fainted when he heard about the death of his brothers and
nephews. Even upon being consoled by Kutilaksha, he kept on lamenting.
After gaining control over his grief, with red eyes, and crooked eyebrows
he roared, " I will avenge the death of my kin with the blood of that
woman and her blood alone can extinguish the fire of my grief". He
ordered Kutilaksha to get the army ready for battle. Wearing armor and
deadly weapons Bhandasura proceeded towards battlefield with army
under twenty four commanders. Kutilaksha accompanied with thirty five
commanders and their army. The whole army comprised of two thousand
one hundred and eighty five akshauhinis. Only the womenfolk remained in
Shunyaka. Bhandasura drove a chariot called Amilam which was drawn by
lions. The sword called Yatana blazed like kalagni in his hand. The army
was so dense that some couldn't find space to move, they started
climbing above the others. With the loud roar of Bhandasura, the earth
shook, oceans dried up, Surya and Chandra started moving away,
nakshatras fell, devas and the shakti sena trembled in fear. The firewall
seemed to extinguish for a moment, but came back.

Sri Lalitambika herself got ready to fight Bhandasura. Riding the Chakra
raja ratha, she was followed by Mantrini in her Geya chakra ratha and
Dandanatha in Kiri chakra ratha. The shakti sena rode on various animals
like elephants, lion men, camels, eagles and horses. Jwalamalini
broadened the entrance of vahni prakara to facilitate the exit of Sri Devi
and her sena. Deva dundubhis started playing and flowers showered
being auspicious omens of victory for her. There were bad omens seen at
the danava side. Shaktis slaughtered the asuras, it was just blood
everywhere. One arrow shot by Sri Devi at the asuras became ten as it
left the bow, became hundred as it flew through the sky, became
thousand as it reached the asuras and became a crore as it pierced their
organs.

On the fourth day, direct fight between Sri Devi and Bhandasura started.
They shot astras at each other. Bhandasura used an astra called
Andhatamisrakam which was broken by Sri Devi with Mahatarani. Sri
Lalitambika's Gayatryastra destroyed Pashandastra shot by Bhandasura.
He shot Andhastra at the shakti sena to destroy their eye sight. Sri Devi
destroyed it with Chakshushmati astra. Sri Lalitambika destroyed
Bhandasura's Shaktinasha astra with Vishwavasu astra, Antakastra with
Mrityunjaya astra, Sarvastrasmriti nashastra with Dharanastra and
Bhayastra with Abhayankara Aindrastra. Bhandasura employed Rogastra.
Thousands of deadly diseases such as tuberculosis spread out of it. Sri
Devi destroyed it with Nama trayastra ( Achyuta, Anantha, Govinda ).
Bhandasura's Ayurnashana astra was destroyed by Sri Devi's
Kalasankarshini astra.

Bhandasura shot Maha asurastra. Formidable demons such as Madhu,

Kaitabha, Mahishasura, Chanda and Munda emerged out of it and wreaked
havoc among shakti sena. The damage was substantial. The panicked
shakti sena came at the feet of Sri Lalithambika and sought shelter. Sri
Devi curved her eyebrows and gave out a loud roar - there came Durga
devi the confluence of the powers of all devas and the devas provided her
with their own weapons. She vanquished the powerful demons that came
out of Maha asurastra. Bhandasura's Muka astra intended to make the
shaktis dumb was countered by Vagvadini astra of Sri devi.

Bhandasura created asuras such as Somaka who stole the vedas. Lord
Vishnu incarnated as Matsya from the right thumbnail of Sri Lalithambika
and destroyed them. Bhandasura caused deluge using Arnavastra which
submerged shakti sena.Kurmavatara of Vishnu came out of Sri Devi's right
index fingernail and lifted them out. Bhandasura shot Hiranyaksha
mahastra. Crores of Hiranyakshas emerged from it and started slaying the
shaktis. From the right middle fingernail of Sri Lalitha came out Varaha
avatara of Lord Vishnu who destroyed all the Hiranyakshas. From the
curved eye brows of angry Bhandasura came out crores of
Hiranyakashipus who started slaying the shaktis. Just as Prahlada was
saved, Narasimha avatara of Vishnu came out of the right ring fingernail
of Sri Devi and destroyed all the Hiranyakashipus. Bhandasura shot
Baleendra astra at Sri Devi. From her right little fingernail emerged
hundreds of Vamanas who destroyed it. From the Haihaya astra shot by
Bhandasura originated crores of Arjunas ( Karthaveerya ) . Parasurama
came out of the left thumbnail of Sri Devi and destroyed all of them. An
angry Bhandasura let out a Humkara and created Ravana along with
Kumbhakarna and Meghanada. From the left index fingernail of Sri
Lalithambika came out Sri Rama and Lakshmana and destroyed them. Out
of the Dvidastra employed by Bhandasura emerged numerous huge
ferocious monkeys that started attacking the shakti sena. Balarama who
came out of the left middle fingernail of Sri Devi destroyed them all.
Bhandasura shot Rajasurastra. From it came out many demon kings such
as Kamsa, Chanura, Keshi, Shambara, Pralamba and Banasura. From the
left ring fingernail of Sri Lalithambika came out Vasudeva and destroyed
them all. Bhandasura shot Kalyastra, out came various kinds cruel people
trying to disturb and destroy dharma. From the left little fingernail of Sri
Devi came out Kalki and destroyed them all.

The ten avataras. victorious, prostrated before Sri Lalithambika who were
ordained by her as upholders of dharma kalpa after kalpa then returned to
Vaikuntha.

Bhandasura then employed Maha mohanastra and the shaktis started

becoming unconscious. Sri Devi broke it using Shambhava astra.

The day was coming to an end and Sri Devi did not want to prolong the
battle any longer. Using Narayanastra, Sri Lalitambika destroyed the
whole army of Bhandasura and using Pashupatastra his commanders.

Finally, Sri Lalitambika killed Bhandasura with Maha Kameshwarastra. She

burned down Shunyaka and only land remained where it stood.

There was joy everywhere. Devas showered flowers. Musical instruments

played tunes of victory. Gandharvas sang and apsaras danced. Praises of
Sri Lalithambika were heard everywhere. The saptarshis offered oblations
in Agni and blessed with mantras. Thus victorious Sri Lalita Parameshwari
returned to her camp along with shakti sena.

The later chapters of Lalitopakhyanam are as follows -

Ch,27 - Stuti of Sri Lalita by Brahma and others
Ch.28 - Construction of Sree Nagaram
Ch.29 - Ratna sala lakshanam
Ch.30 - Sree Rudralaya / names of Rudra
Ch.31 - Description of Maha padmatavi
Ch.32 - Description of the inside of Chintamani griha
Ch.33 - Description of the inside of Griharaja
Ch.34- Mantraraja and its sadhana procedure
Ch.35 - Mahatmya of Kanchi
Ch.36 - Sri Lalita gives boon to Dasharatha
Ch.37 - Sree yantra and procedure for its upasana
Ch.38 - Mudras
Ch.39 - Darshan of Devi & Deeksha
Ch.40 - Procedure for mantropasana
Phalashruti.

The above parts describe Sreepuram the abode of Sri Lalita , its
architecture and beauty. An English translation will not do justice to the
poetic beauty of the original text in Sanskrit. The other chapters deal with
Sree Vidya Upasana, beyond the comprehension of the uninitiated.
 ॐ शश लललतशा महशातत्रिपपरसपन्दयर नमम

Laltopakhyanam sanskrit available at

https://ia902609.us.archive.org/28/items/LalitopakhyanamSanskrit/Lalitopakhyanam
%20sanskrit.pdf
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