This paper examines Steven Spielberg`s vision of the State of Israel and, to a lesser extend of the U.S., as presented in Munich (2005). The paper argues that Spielberg mounts a critique of the two states and their security apparatuses. The willingness of the two to resort to violence either in the name of their own protection or under the guise of protecting their citizens, Munich suggests, does not merely undercut their claim as democracies to embody the universal values of liberty and justice, but also the very well-being of their citizens. Spielberg`s mistrust of the state (and of the State of Israel in particular) is already hesitantly suggested more than a decade earlier in his treatment of the Jewish Holocaust in Schindler`s List (1993). I trace this mistrust to two cinematic sources: Otto Preminger`s Exodus (1960) and Laurence Jarvik`s Who Shall Live and Who Shall Die (1982). Whereas the former Hollywood epic sought to align American audiences with the State of Israel and its military campaigns, the latter documentary exposed the inaction of both the Roosevelt administration and the Zionist leadership in the face of the mass murder of European Jews during World War II. Spielberg`s films could thus be seen as a revision－both in plot and in form－of Preminger`s spectacular celebration of the State of Israel in light of Jarvik`s damning revelations. Exodus turns the story of the rise of Israel out of the plight of Holocaust survivors into "spectacular cinema." Spielberg`s films, on the other hand, and Munich in particular, suggest that spectacular cinema conceals the incommensurability between the plight of individuals and the logic that guides the action of the state and its apparatuses. In that respect, Spielberg`s films－considered prime examples of the latest incarnation of spectacular cinema－undercut their own logic of representation.