 Numenius faces two challenges. First, how can the first God be the ultimate cause of everything, as it appears it ought to be (fr. 16.1–2, 9), if it is inert? Second how can it be simple, as Numenius has claimed, if it is, as he has also claimed, an intellect that thinks? Numenius maintains that the first or highest God, or first intellect, brings about a second one (frs. 13, 21.7), in fact the divine demiurge, and uses this second intellect as an instrument of its thinking (fr.  22.1–2). It is not clear what this instrumental use (proschrêsis fr. 22.2) amounts to, but we find similar vocabulary in the Timaeus (28a7) for the use of the Forms by the demiurge. It is clearer however that the second intellect thinks of the Forms and creates by imposing them on matter (fr. 18.10). Numenius is inspired again by the Timaeus. On the basis of Timaeus 39e7-9 he believes that the demiurge encompasses all Forms in him. To the extent that all other Forms exist by participating in the Form of the Good (frs. 16.2–5, 46b–c), which is identical with the first intellect, this intellect accounts also for the (other) Forms (Frede 1987, 1060–1063), while it is the second god who actually thinks of them. The first intellect thinks only itself, like the Aristotelian God of Metaphysics Lambda, and in this sense its being and its object of thought are identical. Hence the first God remains absolutely simple, pure goodness, is at rest and inert, while the second god is in motion (fr. 15.3–4), is not simple, because it contains the Forms of all entities, and is good only because of its relation to the first God, the Form of the Good, a relation which Numenius describes as “imitation” (fr. 16.15), or as “participation” (frs. 19.9–11, 20.7–10). This, however, does not mean that Numenius considers the demiurge to be ignorant and a less than good creator and in this sense like the demiurge of the Gnostics, as Dillon (1977, 369) has argued. Although clearly the demiurge is not as good as the first God, however, for Numenius the demiurge is a recipient of the goodness of the highest God, the Good, and in turn transmits this goodness to the world which it brings into existence (frs. 14,16, 19). In this respect Numenius' demiurge is clearly different from the creator god of the Gnostics.