In the beginning, neither heaven nor earth had names. Apsu, the god of fresh waters, and Tiamat, the goddess of the salt oceans, and Mummu, the god of the mist that rises from both of them, were still mingled as one. There were no mountans, there was no pasture land, and not even a reed-marsh could be found to break the surface of the waters.

It was then that Apsu and Tiamat parented two gods, and then two more who outgrew the first pair. These further parented gods, until Ea, who was the god of rivers and was Tiamat and Apsu's geat-grandson, was born. Ea was the cleverest of the gods, and with his magic Ea became the most powerful of the gods, ruling even his forebears.

Apsu and Tiamat's descendents became an unruly crowd. Eventually Apsu, in his frustration and inability to sleep with the clamor, went to Tiamat, and he proposed to her that he slay their noisy offspring. Tiamat was furious at his suggestion to kill their clan, but after leaving her Apsu resolved to proceed with his murderous plan. When the young gods heard of his plot against them, they were silent and fearful, but soon Ea was hatching a scheme. He cast a spell on Apsu, pulled Apsu's crown from his head, and slew him. Ea then built his palace on Apsu's waters, and it was there that, with the goddess Damkina, he fathered Marduk, the four-eared, four-eyed giant who was god of the rains and storms.

The other gods, however, went to Tiamat and complained of how Ea had slain her husband. Aroused, she collected an army of dragons and monsters, and at its head she placed the god Kingu, whom she gave magical powers as well. Even Ea was at a loss how to combat such a host, until he finally called on his son Marduk. Marduk gladly agreed to take on his father's battle, on the condition that he, Marduk, would rule the gods after achieving this victory. The other gods agreed, and at a banquet they gave him his royal robes and scepter.

Marduk armed himself with a bow and arrows, a club, and lightning, and he went in search of Tiamat's monstrous army. Rolling his thunder and storms in front him, he attacked, and Kingu's battle plan soon disintegrated. Tiamat was left alone to fight Marduk, and she howled as they closed for battle. They struggled as Marduk caught her in his nets. When she opened her mouth to devour him, he filled it with the evil wind that served him. She could not close her mouth with his gale blasting in it, and he shot an arrow down her throat. It split her heart, and she was slain.

After subduing the rest of her host, he took his club and split Tiamat's water-laden body in half like a clam shell. Half he put in the sky and made the heavens, and he posted guards there to make sure that Tiamat's salt waters could not escape. Across the heavens he made stations in the stars for the gods, and he made the moon and set it forth on its schedule across the heavens. From the other half of Tiamat's body he made the land, which he placed over Apsu's fresh waters, which now arise in wells and springs. From her eyes he made flow the Tigirs and Euphrates. Across this land he made the grains and herbs, the pastures and fields, the rains and the seeds, the cows and ewes, and the forests and the orchards.

Marduk set the vanquished gods who had supported Tiamat to a variety of tasks, including work in the fields and canals. Soon they complained of their work, however, and they rebeled by burning their spades and baskets. Marduk saw a solution to their labors, though, and proposed it to Ea. He had Kingu, Timat's general, brought forward from the ranks of the defeated gods, and Kingu was slain. With Kingu's blood, with clay from the earth, and with spittle from the other gods, Ea and the birth-goddess Nintu created humans. On them Ea imposed the labor previously assigned to the gods. Thus the humans were set to maintain the canals and boundary ditches, to hoe and to carry, to irrigate the land and to raise crops, to raise animals and fill the granaries, and to worship the gods at their regular festivals.