Sunda and Upasunda, two mighty asura brothers and formidable chariot-warriors, unleashed their ambition upon the world. Having first subdued the Nagas who dwelled deep underground, they extended their conquest over the sea-dwelling peoples and distant foreign tribes. Their hunger for domination unquenched, the brothers set out to subdue the entire earth. With harsh commands, they summoned their armies, their words striking terror into those who heard them. They recognized that the royal sages, through their great sacrifices, and the twice-born—by offerings to the gods and ancestors—nourished the strength and prosperity of the divine powers. Seeing this, Sunda and Upasunda resolved that, since these protectors of the gods were so engaged, they must be destroyed. Gathering their followers on the eastern shore of the vast ocean, the brothers declared their cruel intent and set forth in all directions to enact their will. No one was spared. Those who performed and those who officiated at sacrifices—kings, Brahmins, and priests—were mercilessly slain by the two asuras. The hermitages of the sages, once sanctuaries of peace and spiritual practice, were ravaged; sacred fires were seized and hurled into water by their soldiers. Even when the ascetics, rich in austerity, uttered fierce curses against them, the brothers remained unharmed, protected by powerful boons. Seeing their spiritual might ineffective, the twice-born abandoned their vows and fled, scattered in all directions. Those perfected in penance, tranquil and self-restrained, fled in terror from the brothers as serpents flee from Garuda. Hermitages lay plundered and destroyed, ritual vessels scattered and broken; the world became desolate, as if struck down by Time itself. Unseen by the sages, Sunda and Upasunda roamed the earth, intent on slaughter. Taking the forms of maddened elephants, they hunted down even those hidden in fortresses, sending them to the abode of Yama. At times appearing as lions or tigers, and then vanishing, the brothers slew sages wherever they found them, through many cruel means. Sacrifices and study ceased; kings and Brahmins were destroyed; festivals and sacred rites disappeared. The earth echoed with cries of distress and fear—markets and shops were closed, divine duties suspended, holy marriages absent. Agriculture and cattle-tending stopped; cities and hermitages were ruined, the ground littered with bones and skeletons—a dreadful sight. Ancestral rites ceased, auspicious chants fell silent, and the world took on a terrifying aspect. Even the moon, sun, planets, stars, and celestial beings grew despondent, witnessing the devastation wrought by Sunda and Upasunda. Having conquered all directions with their cruel deeds, the two asuras, finding no rivals left, established themselves in Kurukshetra. In this time of calamity, all the divine sages, Siddhas, and supreme seers assembled, deeply troubled by the great slaughter and suffering they had witnessed. Those who had conquered anger and mastered their senses approached Pitāmaha, the Grandsire of the worlds, moved by compassion. There they found him seated among the gods, surrounded by Siddhas and Brahmarṣis. Present, too, were the great god Mahādeva, Agni and Vāyu, the Moon and Sun, Indra, the lords of creation, and all the seers. The Vaikhānasas, Vālakhilyas, forest-dwellers, Marīcipas, the unborn and the wise, and radiant ascetics—all were gathered there. The afflicted sages approached Pitāmaha and recounted in full the deeds of Sunda and Upasunda—how it had been done, by whom, and in what manner. Having placed the matter before him, all the hosts of gods and supreme seers urged Pitāmaha to act. He listened, and after a moment’s contemplation, resolved what must be done. He summoned Viśvakarman, the divine architect, with the intent of bringing about the destruction of the two asuras. When Viśvakarman arrived, Pitāmaha commanded him: “Let a single, enchanting woman be created, O great ascetic.” Bowing to Pitāmaha, Viśvakarman accepted the task. He gathered together all that was beautiful among beings, both moving and unmoving, from the three worlds. From these, he fashioned a divine woman, adorning her with millions of gems, making her a radiant mass of jewels in the form of a goddess. Created with utmost care, she surpassed all women in beauty throughout the three worlds. There was not the slightest imperfection upon her; wherever one gazed, the eye could not tire of beholding her. This embodiment of beauty, able to assume any form at will and resplendent, approached Pitāmaha and asked, “What shall I do?” Pleased by her presence, Pitāmaha granted her a boon: supreme beauty and charm over all beings, endowed with prosperity. By this boon and the act of the creator, she captivated the eyes and minds of all who beheld her. Gathering together the finest particles from all gems, she was given the name Tilottama by the Grandsire himself.