Spinoza's Tractatus-Theologico-Politicus (TTP) provoked great controversy when it was published anonymously in 1670. It sought to overturn accepted ideas about Scripture, the relation of philosophy to theology, and the foundations of the state. More specifically, we find that: it challenged orthodox belief about the authorship of the Pentateuch; it claimed that theology was a product of human superstition whose ultimate function was to make the masses obedient to the state; it argued, perhaps taking Hobbes' doctrine to its logical conclusion, that natural right was identical with power; and it sought to show that liberty of opinion was beneficial to the state. Underlying these views, though unknown to most all its readers, was the radical philosophy Spinoza was in the process of articulating in his Ethics, which, partly due to the enormous hostility with which the TTP was received, was to remain unpublished in his lifetime. But then, as now, the TTP stands as a formidable work in its own right, as much in its interpretative and rhetorical strategies, which differed so profoundly from those of the Ethics, as in its fundamental claims about religion and the state. The purpose of this course is to investigate the TTP in detail, analyzing its methods as well as its conclusions. To that end, since it is impossible to neatly separate the threads of theological, philosophical, and political argument that wind their way through every chapter, we will approach the work through its own stated themes, paying close attention to its internal structure, its relation to the Ethics, and to its historical and intellectual context. In teaching this text, I want to explore not only how Spinoza was involved in and stimulated by perennial philosophical debates but also how he was deeply engaged in a contemporary political struggle over the future of the young Dutch Republic. We will learn about the relation of faith to reason, the nature of rights, the foundations of the state, and philosophical arguments for religious toleration.