In this contribution I argue that in Gen 1:1 must mean "the underworld." After surveying evidence for rendering as "underworld" elsewhere in the Hebrew Bible, and examining cognate evidence from Mesopotamia and Ugarit, I contend that, as a merism, reading and as "the heavens and the underworld" here makes better sense in terms of Israelite cosmology. I then illustrate how attention to the cosmological merism improves our understanding of the biblical creation and of several other passages beyond Genesis. Afterwards, I examine some historical factors that precluded later generations from understanding in Gen 1:1 as the "underworld." The article concludes with an excursus on Enuma Elish.