Spinoza is a pantheist: he believes that everything that is, is God. Traditional Judaeo-Christian theologians dislike the idea, and Spinoza has always been unpopular for it. Nevertheless, I want here to suggest that, simply by following out the logic of omniscience and omnipotence—two attributes of God on which both Spinoza and his opponents are agreed—it is possible to arrive at a conception of God which is at least very close to Spinoza's own. I do not claim that any of the arguments I use are to be found in Spinoza, but I do think that this way of thinking helps to explain the motives behind his ‘hideous hypothesis’.