This course is an overview of the ancient history and cultures of Canaan (the Mediterranean Levant of Syria-Palestine) and the emergence of Israel. It involves a critical view of biblical texts (especially the Hebrew Bible, aka Old Testament) in light of other ancient texts, archaeology, and historical methods, in order to explain the nature and the evolution of society, religion, and thought in the prebiblical and biblical era. We will be especially interested in the period from the end of the Late Bronze Age (c. 1200 BCE) to the Persian period (539-332 BCE), and will examine ongoing debates about the Bible and history, as well as the development of Israelite religion from polytheism toward monotheism and a distinctive worldview.