This chapter considers the first Talmud, that of the Land of Israel (the Yerushalmi), and the setting in which it was produced. The first part of the chapter is devoted to reviewing the major events that defined Jewish life in Palestine from the third to the fifth centuries, including the spread of Christianity, a failed project to rebuild the Temple in Jerusalem, the rise and abolition of the patriarchate, the alienation of common Jews from core Jewish beliefs, and the consolidation of the rabbinic movement. It then examines samples of the Yerushalmi, delineating the contours and major qualities of this Talmud. How did the shape and substance of this Talmud represent a response to the world its creators knew? Central to our examination will be a consideration of how this Talmud, though bearing that name, has very different qualities than its sister Talmud, the one then taking shape in Babylonia. In this chapter, it will immediately become clear that there was no single rabbinic tradition, nor even a single Talmudic tradition. Though the Yerushalmi was a first step in the journey, it was not the Talmud that would influence the future of all Judaisms.