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1 And the children of Israel set forward, and pitched in the plains of Moab on this side Jordan by Jericho.

2 And Balak the son of Zippor saw all that Israel had done to the Amorites.

3 And Moab was sore afraid of the people, because they were many: and Moab was distressed because of the children of Israel.

4 And Moab said unto the elders of Midian, Now shall this company lick up all that are round about us, as the ox licketh up the grass of the field. And Balak the son of Zippor was king of the Moabites at that time.

5 He sent messengers therefore unto Balaam the son of Beor to Pethor, which is by the river of the land of the children of his people, to call him, saying, Behold, there is a people come out from Egypt: behold, they cover the face of the earth, and they abide over against me:

6 Come now therefore, I pray thee, curse me this people; for they are too mighty for me: peradventure I shall prevail, that we may smite them, and that I may drive them out of the land: for I wot that he whom thou blessest is blessed, and he whom thou cursest is cursed.

7 And the elders of Moab and the elders of Midian departed with the rewards of divination in their hand; and they came unto Balaam, and spake unto him the words of Balak.

8 And he said unto them, Lodge here this night, and I will bring you word again, as the Lord shall speak unto me: and the princes of Moab abode with Balaam.

9 And God came unto Balaam, and said, What men are these with thee?

10 And Balaam said unto God, Balak the son of Zippor, king of Moab, hath sent unto me, saying,

11 Behold, there is a people come out of Egypt, which covereth the face of the earth: come now, curse me them; peradventure I shall be able to overcome them, and drive them out.

12 And God said unto Balaam, Thou shalt not go with them; thou shalt not curse the people: for they are blessed.

13 And Balaam rose up in the morning, and said unto the princes of Balak, Get you into your land: for the Lord refuseth to give me leave to go with you.

14 And the princes of Moab rose up, and they went unto Balak, and said, Balaam refuseth to come with us.

15 And Balak sent yet again princes, more, and more honourable than they.

16 And they came to Balaam, and said to him, Thus saith Balak the son of Zippor, Let nothing, I pray thee, hinder thee from coming unto me:

17 For I will promote thee unto very great honour, and I will do whatsoever thou sayest unto me: come therefore, I pray thee, curse me this people.

18 And Balaam answered and said unto the servants of Balak, If Balak would give me his house full of silver and gold, I cannot go beyond the word of the Lord my God, to do less or more.

19 Now therefore, I pray you, tarry ye also here this night, that I may know what the Lord will say unto me more.

20 And God came unto Balaam at night, and said unto him, If the men come to call thee, rise up, and go with them; but yet the word which I shall say unto thee, that shalt thou do.

21 And Balaam rose up in the morning, and saddled his ass, and went with the princes of Moab.

22 And God's anger was kindled because he went: and the angel of the Lord stood in the way for an adversary against him. Now he was riding upon his ass, and his two servants were with him.

23 And the ass saw the angel of the Lord standing in the way, and his sword drawn in his hand: and the ass turned aside out of the way, and went into the field: and Balaam smote the ass, to turn her into the way.

24 But the angel of the Lord stood in a path of the vineyards, a wall being on this side, and a wall on that side.

25 And when the ass saw the angel of the Lord, she thrust herself unto the wall, and crushed Balaam's foot against the wall: and he smote her again.

26 And the angel of the Lord went further, and stood in a narrow place, where was no way to turn either to the right hand or to the left.

27 And when the ass saw the angel of the Lord, she fell down under Balaam: and Balaam's anger was kindled, and he smote the ass with a staff.

28 And the Lord opened the mouth of the ass, and she said unto Balaam, What have I done unto thee, that thou hast smitten me these three times?

29 And Balaam said unto the ass, Because thou hast mocked me: I would there were a sword in mine hand, for now would I kill thee.

30 And the ass said unto Balaam, Am not I thine ass, upon which thou hast ridden ever since I was thine unto this day? was I ever wont to do so unto thee? and he said, Nay.

31 Then the Lord opened the eyes of Balaam, and he saw the angel of the Lord standing in the way, and his sword drawn in his hand: and he bowed down his head, and fell flat on his face.

32 And the angel of the Lord said unto him, Wherefore hast thou smitten thine ass these three times? behold, I went out to withstand thee, because thy way is perverse before me:

33 And the ass saw me, and turned from me these three times: unless she had turned from me, surely now also I had slain thee, and saved her alive.

34 And Balaam said unto the angel of the Lord, I have sinned; for I knew not that thou stoodest in the way against me: now therefore, if it displease thee, I will get me back again.

35 And the angel of the Lord said unto Balaam, Go with the men: but only the word that I shall speak unto thee, that thou shalt speak. So Balaam went with the princes of Balak.

36 And when Balak heard that Balaam was come, he went out to meet him unto a city of Moab, which is in the border of Arnon, which is in the utmost coast.

37 And Balak said unto Balaam, Did I not earnestly send unto thee to call thee? wherefore camest thou not unto me? am I not able indeed to promote thee to honour?

38 And Balaam said unto Balak, Lo, I am come unto thee: have I now any power at all to say any thing? the word that God putteth in my mouth, that shall I speak.

39 And Balaam went with Balak, and they came unto Kirjathhuzoth.

40 And Balak offered oxen and sheep, and sent to Balaam, and to the princes that were with him.

41 And it came to pass on the morrow, that Balak took Balaam, and brought him up into the high places of Baal, that thence he might see the utmost part of the people.

h.וירא בלק… את כל אשר עשה ישראל לאמרי AND BALAK … SAW ALL THAT ISRAEL HAD DONE TO THE AMORITES — He said to his people: Those two kings (Sihon and Og) on whom we relied (see Rashi on Numbers 21:23) could not resist them; how much less can we do so; on this account (because he said this to his people) ויגר מואב MOAB (the whole people) WAS SORE AFRAID (Midrash Tanchuma, Balak 2).

h.ויגר is an expression signifying fear, as in (Job. 19:29): “Be ye afraid (גורו‎)“.

h.ויקץ מואב means they (Moab) were sick of their lives (the expression is similar to קצתי בחיי in Genesis 27:46, being an abbreviated form of it).

h.אל זקני מדין AND MOAB SAID] TO THE ELDERS OF MIDIAN But did not these (Moab and Midian) always hate one another, just as is stated, (Genesis 36:35) “who had smitten Midian in the country of Moab”, from which it is evident that Midian had come against Moab in war? But out of fear of Israel they now made peace between themselves (Midrash Tanchuma, Balak 3; cf. Sanhedrin 105a). And what induced Moab to take counsel of Midian? When they saw that Israel was victorious in a supernatural manner they said: the leader of these people grew up in Midian; let us ask them what is his chief characteristic. They replied to them; “His power lies only in his mouth (in prayer)”. Whereupon they said: “Then we must come against them with a man whose power lies in his mouth” (Midrash Tanchuma, Balak 3).

h.כלחך השור AS THE OX LICKETH — they used this comparison because whatever piece of ground the ox licks has no blessing left in it (cf. Shabbat 140b, 141a; Midrash Tanchuma, Balak 3).

h.בעת ההוא [BALAK WAS KING OF MOAB] AT THAT TIME — at that time: he was not really entitled to the kingdom; he was actually one of the Midianite princes, but when Sihon died they (the Moabites) appointed him as king over them to meet the needs of the time (Midrash Tanchuma, Balak 4).

h.פתורה HE SENT TO BALAAM פתורה because he was like a money changer before whom everyone lays coins; similarly all the kings used to send him their letters, asking for his advice. However, according to the literal sense of the text, this was the name of the place (Midrash Tanchuma, Balak 4).

h.ארץ בני עמו THE LAND OF THE CHILDREN OF HIS PEOPLE — of Balak's people, for he came from there, and this man (Balaam) had prophesied saying to him, “You are destined to be king”. — And if you ask: Why did the Holy One blessed be He, let his Shechina rest upon so wicked a heathen, I reply that in order that the heathen peoples should have no excuse to say, “If we had prophets, we would have changed for the better”, He raised up prophets for them. Yet they (these prophets) broke down the moral fence of the world, because at first they (the heathens) were fenced in against (they refrained from) immoral living, but this man (Balaam) counselled them to freely offer themselves to prostitution (Midrash Tanchuma, Balak 1; cf. Rashi on Numbers 24:14).

h.לקרא לו TO CALL HIM — the call was for him, for his benefit; for he (Balak) fixed for him (agreed to pay him) a large sum.

h.עם יצא ממצרים [THERE IS] A PEOPLE COME OUT FROM EGYPT — and if you ask: What harm does that do you?

h.הנה כסה את עין הארץ BEHOLD THEY COVER THE FACE OF THE EARTH — Sihon and Og who used to protect us stood up against them, but they slew them (Midrash Tanchuma, Balak 4).

h.והוא ישב ממלי AND THEY ARE STATIONED OPPOSITE ME — ממלי is written deficient in the ו (the full form is ממולי, so that it may be connected with מול “to cut off”) — they are near enough to cut me off. The word is the same as in (Psalms 118:10): “that I shall cut them off (אמילם)” (Midrash Tanchuma, Balak 4).

h.נכה בו (this may mean, “we may smite them”) I and my people may smite them. — Another explanation is that this is a Mishnaic Hebrew expression as in (Bava Metzia 105b) “he deducts (מנכה) for him something from the price”, so that it means: [perhaps I may be able] to reduce them a little in numbers (Midrash Tanchuma, Balak 4).

h.כי ידעתי וגו׳ FOR I KNOW etc., through the war of Sihon against Moab, because you assisted him to smite Moab (Midrash Tanchuma, Balak 4; cf. Rashi on 21:27).

h.וקסמים בידם AND DIVINATIONS WERE IN THEIR HANDS — all kinds of divination, in order that he should not say, “I have not got my tools with me”. — Another explanation is: this omen (קסם) the elders of Midyan took with them: — they said, “If he comes with us this time, there is something substantial in him, but if he puts us off there is no use of him”. — Consequently when he told them, “Stay here tonight”, they said, There is no hope in him”; they left him and went away, as it is said, (v. 8) And the princes of Moab stayed with Balaam”, but the princes of Midyan went away (Midrash Tanchuma, Balak 5).

h.לינו פה הלילה LODGE HERE THIS NIGHT — The Holy Spirit rested upon him only at night time, and similarly in the case of all the prophets of the heathen peoples, and similarly He revealed Himself to Laban in a dream at night, as it is said, (Genesis 31:24) “And God came to Laban in a dream of the night” — as a man who comes to his concubine furtively (cf. Leviticus Rabbah 1 13; Rashi on Job 12:4).

h.כאשר ידבר ה' אלי [AND I WILL GIVE YOU AN ANSWER] AS THE LORD SHALL SPEAK TO ME — If He advises me to go with people such as you I will go with you; but perhaps it is not compatible with His dignity to permit me to go except with princes greater than you.

h.וישבו — this is an expression for “remaining”, (they remained with Balaam).

h.מי האנשים האלה עמך WHO ARE THESE MEN WITH THEE? — By putting this question He intended to delude him. And indeed he (Balaam) thereupon said: “It seems, then, that there are times when everything is not manifest to Him; His knowledge is not always alike. I will select a time when I can curse and when He will not observe it” (Midrash Tanchuma, Balak 5).

h.בלק בן צפור וגו׳ BALAK THE SON OF ZIPPOR [KING OF MOAB, HAS SENT TO ME] — Although I am of no importance in Your eyes, I am of importance in the eyes of kings (Midrash Tanchuma, Balak 5).

h.קבה לי CURSE FOR ME — this is worse than ארה לי, (the expression which Balak had actually used, v. 6), for in the case of this verb it means that one mentions and pronounces in full [the name of God] when cursing (cf. Rashi on Leviticus 24:16) (Midrash Tanchuma, Balak 5).

h.וגרשתיו AND I WILL DRIVE THEM OUT, meaning from the world; but Balak had said only, (v. 6) “and I will drive them out from the land”: I seek only to make them move away from me. Balaam, however, hated them even more than did Balak (cf.Midrash Tanchuma, Balak 5).

h.לא תלך עמהם THOU SHALT NOT GO WITH THEM — He said: If so, I will curse them in my own place. Whereupon God answered: לא תאור את העם THOU SHALT NOT CURSE THE PEOPLE. — He said to Him: If so, I will bless them. He replied to him: They do not need your blessing, כי ברוך הוא FOR THEY ARE ALREADY BLESSED. A parable! People say to the hornet: neither any of your honey nor any of your sting! (Midrash Tanchuma, Balak 6).

h.להלך עמכם [THE LORD REFUSES TO GIVE ME LEAVE] TO GO WITH YOU, but only with princes greater than you. This tells us that he was of a proud nature and he did not wish to divulge that he was under the control of the Omnipresent except in arrogant terms (“God will not permit me to go with you”). Consequently (v. 15), ויוסף עוד בלק “Balak sent yet again [more princes, and more honorable than these] (Midrash Tanchuma, Balak 6).

h.כי כבד אכבדך מאד FOR I WILL HONOR THEE EXCEEDINGLY — Exceedingly: more than you have ever received as a fee in the past (cf. Rashi Numbers 21:27) will I now give you (Midrash Tanchuma, Balak 6).

h.מלא ביתו כסף וזהב [IF BALAK WOULD GIVE ME HIS HOUSE] FULL OF SILVER AND GOLD — This tells us that he was avaricious and covetous of other peoples wealth. He said: He ought to give me all his silver and gold, for, behold, he would otherwise have to hire many armies to fight against them. Even then it is doubtful whether he would conquer or not conquer, but “I” would certainly conquer (Midrash Tanchuma, Balak 6).

h.לא אוכל לעבר I CANNOT GO BEYOND [THE WORD OF THE LORD] — Against his own will he divulged to them that he was under the control of others, and he prophesied here that he would be unable to annul those blessings with which the patriarchs had been blessed by the mouth of God (Midrash Tanchuma, Balak 6).

h.גם אתם [ABIDE] ALSO YE [HERE] — His mouth tripped him up (unwittingly he spoke the truth): you also in the end will go away disappointed as the former princes (Midrash Tanchuma, Balak 6).

h.מה יסף WHAT MORE [THE LORD WILL SAY TO ME] — He certainly will not change His words from a blessing to a curse: I only hope that he will not add a further blessing. — He here prophesied that He would in the end give them a further blessing by his agency (Midrash Tanchuma, Balak 6).

h.אם לקרא לך IF [THE MEN COME] TO CALL THEE — If the call be for you, for your benefit, and you think to take a fee for it.

h.קום לך אתם ARISE, GO WITH THEM, ואך BUT, in spite of yourself, את הדבר אשר אדבר אליך אתו תעשה THE WORD WHICH I SHALL SPEAK TO THEE, THAT SHALL YOU DO, and, nevertheless, Balaam went (as it is stated in the next verse), for he said: perhaps I may persuade Him and He will agree that I should curse.

h.ויחבש את אתנו AND HE SADDLED HIS SHE-ASS — From here we may learn that the hatred one bears for a person makes one disregard the rule imposed upon him by his exalted position, for he, himself, not a servant, did the saddling. The Holy One, blessed be He, said: You wicked man! Their ancestor Abraham has already anticipated you in this, as it is said, (Genesis 22:3) “And Abraham rose up early in the morning and saddled his ass”) (Midrash Tanchuma, Balak 8; cf. Sanhedrin 105b).

h.עם שרי מואב [HE WENT] WITH THE PRINCES OF MOAB — his heart alike with their hearts (cf. Midrash Tanchuma, Balak 8).

h.כי הולך הוא [AND GOD'S ANGER WAS KINDLED] BECAUSE HE WENT — He perceived that the matter was evil in the eyes of the Omni-present and yet he longed to go.

h.לשטן לו [AND THE ANGEL OF THE LORD STOOD IN THE WAY] FOR AN OBSTRUCTION AGAINST HIM — It was an Angel of Mercy מלאך ה׳, an angel of the Lord,( the designation of God as a God of Mercy), and he wished to deter him from sinning — so that he should not sin and perish (Midrash Tanchuma, Balak 8).

h.ושני נעריו עמו AND HIS TWO LADS WERE WITH HIM — From here we have a rule for a distinguished personage who is going on a journey, that he should take with him two men to serve him, so that these in turn may serve one another (i.e., act for one another by taking over the other’s duties if he must leave his master for a short time) (Midrash Tanchuma, Balak 8). (See Rashi Genesis 22:3).

h.ותרא האתון AND THE SHE-ASS SAW [THE ANGEL] — but he did not see him, for the Holy One, blessed be He, gave an animal power to see more than the man, for just because he possesses sense his mind would become perturbed if he sees noxious beings.

h.וחרבו שלופה בידו AND HIS SWORD DRAWN IN HIS HAND — He (God) said: This wicked man has abandoned the tools of his own craft, — for the offensive weapons of the heathen peoples consist in the sword, — and he is attacking them with his mouth which is their metier; I will take his implement and come against him with his own metier. Thus, indeed, was his end (Numbers 31:8): “And Balaam the son of Beor they slew by the sword” (Midrash Tanchuma 4:7:23).

h.במשעול — Understand this as the Targum does: IN A PATH. And similar is, (1 Kings 20:10) “If the dust of Samaria shall suffice לשעלים” — the dust that attaches itself to the soles of peoples’ feet when they walk. And similarly, (Isaiah 40:12) “Who hath measured the water בשעלו” — with his feet and through his walking (as one measures by pacing).

h.גדר מזה וגדר מזה A FENCE BEING ON THIS SIDE AND A FENCE ON THAT SIDE — The term גדר without further definition is one of stone (and that is why in the next verse it is called a קיר which is a term for a stone wall; cf. Leviticus 14:37—40).

h.וַתִּלָּחֵץ — the Niphal form denotes that SHE PRESSED HERSELF.

h.וַתִּלְחַץ — the Kal denotes that SHE PRESSED something else — viz., את רגל בלעם BALAAM’S FOOT.

h.ויוסף מלאך ה' עובר AND THE ANGEL OF THE LORD WENT FURTHER — went further in front of him — it went on so as to be before him in another spot. It is similar to, (Genesis 33:3) “And he passed in front of them”. — And there is a Midrashic explanation in Tanchuma: What reason had he to stand in three places? He (the Angel) showed him (Balaam) symbols referring to the three patriarchs (Midrash Tanchuma, Balak 8).

h.זה שלש רגלים THESE THREE TIMES — By these words he suggested to him: You seek to root out a nation that celebrates three festivals (שלש רגלים) annually?! (Midrash Tanchuma, Balak 9).

h.התעללת — Understand this as the Targum does: an expression denoting scorn and disdain — [THOU HAST MADE SPORT OF ME].

h.לו יש חרב בידי I WOULD THERE WERE A SWORD IN MY HAND — This utterance was a great shame for him in the sight of the princes: this man was going for the purpose of slaying a whole nation by his mouth, and for this animal he required a weapon! (cf. Midrash Tanchuma, Balak 9).

h.ההסכן הסכנתי — Understand this as the Targum does — HAVE I EVER LEARNT? Similar is, (Job 22:2) “Does a man learn (יסכן) for God’s benefit” (see Rashi on this verse). And our Rabbis have explained this verse in the Talmud: They said to him, “What is the reason you are not riding on a horse?” He replied to them: “I have left it in the meadow grass” (i.e., I have put it out to graze). Whereupon the ass exclaimed: Am I not your ass upon whom thou hast ridden from my very youth unto this day?!” (so you see, you have never possessed a horse) — as it is related in Treatise Avodah Zarah 4b.

h.כי ירט הדרך לנגדי BECAUSE THY WAY IS PERVERSE BEFORE ME — Our Rabbis, the Mishnaic Sages, explain it as an acrostic, יראה she feared when ראתה, she saw, and נטתה she turned aside (Shabbat 105a), because that the journey (הדרך) is לנגדי, is against me, that is to say, to anger me, to affront me. — But according to its literal meaning, it is equivalent to חרד הדרך לנגדי, the word ירט being associated in meaning with רטט, “rapid movement” (cf. 49:24). The phrase therefore signifies: for I have seen the man who is taking the journey (Balaam) that he hastened and hurried on the journey, which was taken to my anger and to my despite. It is an elliptical verse (the words בעל הדרך being omitted after ירט), just as (II Samuel 13:39) “And the soul of David longed” (the word נפש being omitted). Another explanation is: ירט is an expression denoting “being pleased”. Similar is, (Job 16:11) “Through the wicked ירטני” — i.e., He appeases and comforts me through the wicked, whilst indeed they do nought but annoy me (Midrash Tanchuma, Balak 9).

h.אולי נטתה — This is the same as לולא: UNLESS SHE HAD [TURNED ASIDE]. Sometimes אולי is used in the sense of לולא “unless”.

h.גם אתכה הרגתי SURELY NOW ALSO THEE HAD I SLAIN — This is an inverted sentence, and it is the same as גם הרגתי אותך — I would also have slain thee, as much as to say: not only would this delay have happened to you through me, but death also.

h.ואותה החייתי AND IT WOULD I HAVE KEPT ALIVE — but now because it spoke and rebuked you andyou could not stand against its rebuke, — just as it is written, “and he said, No!” — I have killed it in order that people should not be able to say: This is the animal that silenced Balaam by its rebuke, so that he could not reply. For God has regard for human dignity. Similar is (Leviticus 20:16): “And thou shalt slay the woman and the animal (with which sin was committed)”, and similarly Leviticus 20:15): “And the animal shalt thou slay” (Midrash Tanchuma, Balak 9).

h.כי לא ידעתי FOR I KNEW NOT — This statement, too, (cf. v. 29), was a disgrace for him, for in spite of himself he had to admit it — because he used to boast that he knew the will of of the Most High (24:16) and now his own mouth bore testimony: “I knew not” (Midrash Tanchuma, Balak 10).

h.אם רע בעיניך אשובה לי IF IT BE EVIL IN THINE EYES, I WILL RETURN — To set himself in opposition to the Omnipresent was the purpose of this reply. He said, in effect, “He Himself commanded me to go, and you, angel, annul His words. He is accustomed to this — that He says something and an angel recalls it. He said to Abraham, (Genesis 22:2) Take now thy son, etc.’ and by an angel annulled His words. I, too: “If it be evil in thine eyes, then I must return” (Midrash Tanchuma, Balak 10).

h.לך עם האנשים GO WITH THE MEN — On that road which a man is resolved to go, he is allowed to go (Makkot 10b).

h.לך עם האנשים GO WITH THE MEN — for thy lot is with them, for in the end you will perish from the world.

h.ואפס BUT — in spite of yourself, את הדבר אשר אדבר וגו׳ THE WORD THAT I SHALL SPEAK [TO THEE, THAT THOU SHALT SPEAK].

h.עם שרי בלק [SO BALAAM WENT] WITH THE PRINCES OF BALAK — he was glad to curse them, even as they were (see Rashi v. 21) (Midrash Tanchuma, Balak 10).

h.וישמע בלק AND BALAK HEARD [THAT BALAAM WAS COMING] — He sent messengers to announce this to him.

h.אל עיר מואב [AND HE WENT TOWARDS HIM] UNTO THE CITY OF MOAB — to his metropolis, the most important city he had, as much as to say: See what these Israelites wish to exterminate (Midrash Tanchuma, Balak 10).

h.האמנם לא אוכל כבדך AM I NOT ABLE INDEED TO HONOUR YOU — He prophesied unwittingly that he (Balaam) would eventually leave him in disgrace (Midrash Tanchuma, Balak 10).

h.קרית חצות — a city (קריה) full of streets (חצות), — men and women and children thronging the streets, as much as to say: Look and have pity that these should not be exterminated (Midrash Tanchuma, Balak 11).

h.בקר וצאן THE HERD AND FLOCK — a small matter (one ox and one sheep, nothing in comparison with what he had promised him) (Midrash Tanchuma, Balak 11).

h.במות בעל BAMOTH-BAAL — Understand this as the Targum does: to the heights of his god (more lit., of that which he reverenced); Baal is the name of a god.