1. lifted their voice and put it forth. The conjunction of these two verbs with “voice” as their grammatical object is unusual, although elsewhere one or the other commonly appears with that noun as object. The apparent aim of the synonymity is emphasis: thus the sense of the whole verse is something like “they wept loud and bitterly.”

2. Would that we had died. The people’s complaint is cast in quasipoetic form, an indication of heightened, perhaps self-dramatizing, speech, in two semantically parallel clauses that are a neat chiasm: died (a), Egypt (b), wilderness (b'), died (a').

3. Our women and our little ones will become booty. The complainers, in their terror of the imposing inhabitants of Canaan, neatly forget that in Egypt, where they long to return, a royal decree had been devised to destroy all their male children, leaving the girls and women to be exploited by their enslavers.

4. Let us put up a head. So Rashi, Targum Onkelos, and many other interpreters. The Hebrew nitnah roʾsh is a little cryptic. Others understand it as “let’s pay attention” or even “let’s set up a marching column.” The New Jewish Publication Society, hanging on to the head in another sense, renders this as “let us head back.” One should note that the same verb (n-t-n) used for “voice” in verse 1 recurs here with “head” for its object.

5. And Moses and Aaron fell on their faces before all the assembly. For the most part, this gesture is used to express submission to a greater power. Here evidently, as Nahmanides proposes, it is a desperate attempt by Moses and Aaron to plead with the people not to undertake the disastrous course that they have just threatened.

9. for they are our bread, their shade has turned from them. Caleb and Joshua’s words of exhortation conclude with what sounds like colloquial sting: as for these supposedly fearsome Canaanites, we will just gobble them up, and they are stripped of all protection, while the LORD is with us. “Shade,” in the languages of this hot desert region, is a fixed metaphor for protection. Abraham ibn Ezra, with an eye to the battlefield, suggests that the reference is to the shadow of the warrior’s shield.

10. but the glory of the LORD appeared. At the moment that Caleb and Joshua are threatened with death by stoning, God interposes His earthly manifestation, the luminous cloud, and drives back the assailants, rather like the way the two divine messengers to Sodom (Genesis 19) drive off the would-be rapists by striking them with blinding light.

11. How long will this people despise Me. It is not clear whether these are the words of an anthropomorphic God, sounding rather like an impatient parent, a God now thoroughly fed up with the repeatedly rebellious Israelites, or whether this divine proposal is intended as a test of Moses’s selfless devotion as leader. If the latter, he comes through with flying colors.

13. the Egyptians will hear. Moses does not even bother to protest that he has no ambitions to become the sole progenitor of a great people. Instead, he immediately focuses on the issue of God’s own global reputation. In the Exodus narrative, we were reminded again and again that the purpose of all the prodigious signs and wonders that God worked against Egypt was to make His uncontested supremacy known among all the nations. Were He now to destroy the Israelites, the effect would be to unravel the great skein of the Exodus by encouraging the nations to question whether the LORD has any real power.

16. He slaughtered them. Moses himself has just spoken of putting the people to death, but he puts in the mouth of the contemptuous foreign nations a stronger word, one usually reserved for the killing of animals.

17. let the LORD’s power, pray, be great. Some interpreters, leaning on one marginal biblical parallel, claim that “power” here actually means “forbearance.” Rashi more plausibly glosses “power” as God’s power to do what He has said. That proposal makes particular sense in light of the jeering reference to God’s inability, or lack of power, in the words attributed to the surrounding nations. That is, God, by standing by His word to Israel, will make the greatness of his power manifest.

18. The LORD is slow to anger. Moses here recapitulates the declaration of divine attributes made on Mount Sinai in Exodus 34:6–7, with some phrases deleted (see the comments there). That declaration of attributes indicates that God both exacts justice (“He does not wholly acquit”) and is compassionate. In the present urgent predicament, Moses cannot expect that God will simply shrug off the people’s rebelliousness, but the attributes, after all, begin with “the LORD is slow to anger and abounding in kindness,” an emphasis very much to Moses’s purpose as intercessor for a wayward Israel.

21. as I live, let the LORD’s glory fill all the earth. Many interpreters, from Rashi to the moderns, understood the second clause to mean “and as the LORD’s glory fills all the earth.” The Hebrew, however, has no grammatical indication of such an “as” structure, and there are no precedents for God’s swearing not merely by His life but by the fact that His glory fills all the earth. It is preferable to understand this clause as ibn Ezra does, to point forward in time to God’s unfolding historical plan: yes, the generation of adults in the wilderness will perish there, but loyal Caleb, together with the next generation, will enter the land, thus confirming God’s glory, demonstrating that it was not out of divine incapacity that the older Israelites failed to enter the land.

23. they shall never see. “Never” in the translation reflects the sense of solemn emphasis conveyed by the negative oath form—prefixed by ʾim—that is used in the Hebrew.

24. followed after Me. Literally “filled after”—an indication of absolute loyalty.

25. by the way of the Red Sea. In this case, the Israelites are directed toward Eilat/Akaba. Unable to confront the Canaanite adversaries, they must make a large sweep to the southeast and then ascend by stages through trans-Jordan, from where they will eventually invade Canaan from the east. The “valley” in which the Amalekites and Canaanites dwell is a puzzle because the Amalekites and the Canaanites at the end of this episode (verse 45) are said to come from the high country.

27. this evil community that raises against Me the complaints of the Israelites. Since a distinction is made between the “evil community” and the whole Israelite people, the former phrase would have to refer to the spies, though it is a little odd to call ten men a community (ʿedah).

29. all your reckoned ones from twenty years old and up. The laborious business of the military census, laid out in such detail in the opening chapters of Numbers, is now to be undone by death.

30. vowing. This word does not appear in the Hebrew but is implied by the lifting of the hand.

32. And your own corpses will fall in this wilderness. It would have been sufficient, idiomatically and semantically, to say “And you will fall in this wilderness.” God’s language, by making the corpses the grammatical subject, invites the Wilderness generation to contemplate the concrete reality of their own death, “you” turned into “corpses.”

33. they will bear your whoring. Whoring is of course a standard biblical metaphor for sinfulness—especially for betrayal (modeled on sexual betrayal). Your offspring, then, will bear the consequences of your rebelliousness for forty years until they are finally allowed to enter the land.

37. the men. This same word was emphasized at the beginning of the scouts’ expedition to express their standing as leaders and warriors. Now it is “the men” who perish.

an ill and evil report. Previously, the noun dibah, which itself means “ill report,” had been used without an adjective. Here, for the sake of emphasis, raʿah, “evil,” is added to dibah.

40. went up to the mountaintop. The geographical indication here is rather vague. There is a range of low mountains along the eastern axis of Canaan, but the Israelites at this point are encamped to the south of Canaan. The unspecified mountain is probably intended to be doubly paradigmatic: an enemy whose land is to be conquered would typically be situated in fortifications on heights, and the unauthorized scramble up the mountainside toward the summit is an act of presumption, distantly related to the heaven-seeking Tower of Babel.

we shall go up to the place that the LORD said, for we have offended. They recognize their own cowardice in having been persuaded by the scout’s negative report, but their resolution to storm the heights of Canaan is a misguided self-correction, entirely ignoring God’s declaration that none of this generation will enter the land.

44. strove. The Hebrew verb yaʿpilu is unique to this verse, and its meaning is in dispute. One common etymology links it with ʿofel, “height,” assuming that it means something like “strive upward.”

the Ark of the LORD’s Covenant and Moses did not budge from the midst of the camp. The would-be conquerors thus attack the heights without either their leader or the object that is the token of God’s potent presence in the midst of the people. (Compare the Ark Narrative in the early chapters of 1 Samuel, where the people believe they will be victorious if they carry the Ark with them into battle.)

45. all the way to Hormah. Hormah may be a place-name, though its location is unknown, or it could be a common noun, “destruction,” in which case the sense of the phrase would be “until they were utterly destroyed.”