Mothers figure prominently in the biblical narratives, molding history through their sons. In the Babylonian Talmud, however, mothers and sons are portrayed differently from these biblical accounts. The mother/son relationships that appear in the Talmudic material suggest a greater degree of ambivalence about the nature of this relationship as compared to the earlier biblical narratives. Through a close reading of several Talmudic sources we will explore together what the rabbinic depiction of the mother/son relationship tells us about the Talmudic rabbis as compared to their biblical predecessors.