Sree Lalitopakhyanam

ॐ श्री गणेशाय नमः



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 श्री ललिता महात्रिपुरसुन्दर्यै नमः