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Israel is finally positioned to enter the Promised Land and begin to take possession of all that God had promised to Abraham and the patriarchs. Yes, there would be significant enemies to conquer and drive out of the land. Yes, there would be difficult battles to fight. But the Lord had already given assurance of victory. I like the hymn “All the Way my Savior Leads Me” – not just “Half the Way . . .” So the scouts are sent out and complete their assessment mission and report back. All agree on the facts they had observed. But only Caleb and Joshua interpreted those facts through the eyes of faith. God is the one who had promised to show favor and grant victory. The reconnaissance should never have been about advocating a “Go” vs. “No Go” approach. It should only have been about gathering data to help them make the best strategic decisions as they went about taking possession of the land God had promised to them. This passage teaches us about persevering in faith on the pathway to the victory God has promised as we face extreme challenges.

Gordon Wenham: Twelve tribal leaders are selected to go from Paran (3; cf. 10:11–36) and spy out (2) the land of Canaan. Their job is described more fully in verses 17–20: they were to bring back a report on the quality of the land and the morale of its inhabitants (cf. Josh. 2; Judg. 18). From Deuteronomy 1:22 it seems that the purpose of the mission was to strengthen the Israelites’ faith, not to bring back tactical information. The list of tribal leaders (4–15) given here is quite different from those found elsewhere in Numbers (chs. 1–2; 7). Maybe on occasions such as the census and the dedication of the altar the most senior leader from each tribe represented his tribe, while for the more energetic task of spying younger leaders were chosen.

Timothy Ashley: All the preparations of chs. 1–10 are now to be brought to bear for the first real foray into the promised land. . . The great rebellion at the climax of the spy narrative is related to the previous rebellions against Moses and Yahweh in chs. 11 and 12. The first ten chapters of Numbers are positive in tone, setting forth God’s plans for his people on the march. The human response to God’s revelation here in the wilderness is rebellion, just as it had been at Sinai. The change of venue from Sinai to the wilderness does not bring a change in the rebellious human heart. . .

The magnitude of the rebellion meant that the whole generation would die in the wilderness and that the fulfillment of God’s promise would be delayed by an entire generation. This judgment is finished at the end of ch. 25 with the death of the last of the rebellious generation in a plague. The census of ch. 26 signals a new starting point, and the fact that a new generation is discussed at all in Num. 14 (after some negotiation between Moses and Yahweh) is a mark of God’s grace. The old generation will indeed die out in the wilderness rather than being eradicated immediately (only the ten faithless spies die immediately, 14:37). The promise of God will still be fulfilled.

J. Ligon Duncan: As we come to this chapter, we recognize that certain decisions are of pivotal, epochal significance in the life of the people of God. Certain decision points in history play out for generations to come, and this is one of those decision points to which Israel came and made the wrong decision. It’s interesting how biblical writers lament what the children of Israel do in Numbers 13, way, way into the Old Testament. I mean, Moses’ final sermon to the people of God in Deuteronomy refers to the mistake made right here, but so does the psalmist. Hundreds of years later as the psalmists are writing, they’re still thinking about this terrific mistake that was made by the people of God: They came up, they saw overwhelming circumstances, and they forgot the promises and the sovereignty of God; and they rebelled against His leadership, and they fell prey to unbelief…and the rest, as we say, is history. Who knows what the entry into the land of Canaan would have been like had Numbers 13 never happened. We’ll never know, will we, because of this failure. . .

The spies, even as they realistically assess the challenge that was before Israel to go into the land of Canaan were not to forget four things: God’s promise; God’s faithfulness; God’s generosity; and, God’s power. Even as they came back and gave a realistic, accurate, faithful assessment of what they saw, the good and the bad, the scary and the encouraging, they were not to give that assessment without remembering those four things–and Moses beats that into your head in a variety of ways in this passage.

1) The first part is in verses 1-16. In that part, Moses reminds you of God’s promises.

2) Then, in verses 17-22, Moses (in the second part) reminds you of God’s faithfulness.

3) Then, in the third part, in verses 23-27, he reminds you of God’s generosity, which in and of itself is to drive you back to the acknowledgement that everything comes from God. All blessings come from Him. What do we sing in The Doxology? “Praise God from whom all blessings flow.”

4) And then, fourth and finally, in verses 28-33, he reminds you of God’s power and God’s sovereignty.



Iain Duguid: The goal of their mission was not to decide whether entering the land was possible or desirable: the Lord had already reminded Israel that this was the land he was giving to them (13:1). All they had to do was receive it as a gift. Nonetheless, any major military undertaking requires good intelligence so that the best strategy can be evaluated. God’s promise did not eliminate the need for responsible action.

Brueggemann: The rebellion in this account did not consist in sending the scouts in to explore Canaan, for God had assigned this sortie (13:1). The problem was that they undertook the mission in unbelief and made their report in rebellion.

A. (:1-16) Commissioning the Spies (One Per Tribe) Per the Lord’s Command

1. (:1-3) General Instructions

a. (:1-2) Command by the Lord

“Then the LORD spoke to Moses saying, 2 ‘Send out for yourself men so that they may spy out the land of Canaan, which I am going to give to the sons of Israel; you shall send a man from each of their fathers’ tribes, every one a leader among them.’”

b. (:3) Execution by Moses

“So Moses sent them from the wilderness of Paran at the command of the LORD, all of them men who were heads of the sons of Israel.”

2. (:4-16a) Specific Names

(:4a) “These then were their names:”

a. (:4b) Tribe of Reuben

“from the tribe of Reuben, Shammua the son of Zaccur;”

b. (:5) Tribe of Simeon

“from the tribe of Simeon, Shaphat the son of Hori;”

c. (:6) Tribe of Judah

“from the tribe of Judah, Caleb the son of Jephunneh;”

d. (:7) Tribe of Issachar

“from the tribe of Issachar, Igal the son of Joseph;”

e. (:8) Tribe of Ephraim

“from the tribe of Ephraim, Hoshea the son of Nun;”

f. (:9) Tribe of Benjamin

“from the tribe of Benjamin, Palti the son of Raphu;”

g. (:10) Tribe of Zebulun

“from the tribe of Zebulun, Gaddiel the son of Sodi;”

h. (:11) Tribe of Manasseh

“from the tribe of Joseph,

from the tribe of Manasseh, Gaddi the son of Susi;”

i. (:12) Tribe of Dan

“from the tribe of Dan, Ammiel the son of Gemalli;

j. (:13) Tribe of Asher

“from the tribe of Asher, Sethur the son of Michael;”

k. (:14) Tribe of Naphtali

“rom the tribe of Naphtali, Nahbi the son of Vophsi;”

l. (:15) Tribe of Gad

“from the tribe of Gad, Geuel the son of Machi.”

(:16a) Summary Statement

“These are the names of the men whom Moses sent to spy out the land;”

3. (:16b) Renaming of Hoshea as Joshua

“but Moses called Hoshea the son of Nun, Joshua.”

MacArthur: For reasons not made clear, Moses changed the name of Hoshea, meaning “desire for salvation,” to Joshua, meaning “the Lord is salvation.”

B. (:17-20) Charging the Spies to Gather Specific Intelligence

1. (:17) Location to Cover

“When Moses sent them to spy out the land of Canaan, he said to them, ‘Go up there into the Negev; then go up into the hill country.’”

2. (:18) Overall Mission = Scope out the Land and the People

a. Scope out the Land

“And see what the land is like,”

b. Scope out the People

1) Regarding Strength

“and whether the people who live in it are strong or weak,”

2) Regarding Numbers

“whether they are few or many.”

Timothy Ashley: Moses then charged the spies to bring back detailed information that would be useful in military operations to conquer the land, and, beyond that, in settling in it. Whether the people were strong enough to defend their cities, whether the land would support the invading armies of Israel, whether the dwellings of the inhabitants of Canaan were in unfortified camps or in walled cities, all these facts would be important in drawing plans for the forthcoming conquest.

3. (:19-20) Specific Data to Gather

a. (:19a) State of the Land

“And how is the land in which they live, is it good or bad?”

b. (:19b) Condition of the Cities

“And how are the cities in which they live,

are they like open camps or with fortifications?”

c. (:20a) Agricultural Prospects

“And how is the land, is it fat or lean?”

d. (:20b) Forestry Prospects

“Are there trees in it or not?”

e. (:20c) Sample of Fruit

“’Make an effort then to get some of the fruit of the land.’

Now the time was the time of the first ripe grapes.”

C. (:21-24) Conducting the Mission

1. (:21) Scope of the Mission

“So they went up and spied out the land from the wilderness of Zin

as far as Rehob, at Lebo-hamath.”

2. (:22) Significance of the Residents of Hebron

a. Descendants of Anak

“When they had gone up into the Negev, they came to Hebron where Ahiman, Sheshai and Talmai, the descendants of Anak were.”

Gordon Wenham: Though Anak was probably a genuine clan name, ʿănāq in Hebrew also means neck, and this group were famed for their height (cf. 33). . . It may well be significant that the narrative devotes so much attention to Hebron. It was near Hebron that God first promised Abraham that he would inherit the land (Gen. 13:14–18). It was from that area that he set out to defeat the coalition of kings (Gen. 14:13ff.). It was in Hebron that he acquired his only piece of real estate for the burial of his wife, and where he and the other patriarchs were buried (Gen. 23; 25:9; 35:27–29; 50:13). The narrator knew these traditions, and he assumes the spies did and that the reader does. It is essential that they be borne in mind as the rest of the story unfolds.

Raymond Brown: Those twelve spies were on ground hallowed by memories of God’s faithfulness. Here the patriarchs had lived and loved, walked and worshipped, believed and obeyed. They too had faced difficult and demanding experiences. Life had been far from easy for any of them, but God had seen them through. At one time or another, they had made huge mistakes and had let God down, but the Lord had not failed them. This very countryside offered its own rich testimony to the Lord’s unchanging faithfulness. Surely, in such honoured territory, the spies would be encouraged that the Lord who had helped their forebears would not fail them.

b. Background of Hebron

“(Now Hebron was built seven years before Zoan in Egypt.)”

3. (:23-24) Sample Cluster of Grapes

a. (:23) Gathering Sample Fruit

“Then they came to the valley of Eshcol and from there cut down a branch with a single cluster of grapes; and they carried it on a pole between two men, with some of the pomegranates and the figs.”

b. (:24) Giving the Valley a Memorable Name

“That place was called the valley of Eshcol, because of the cluster which the sons of Israel cut down from there.”

Eschol means “cluster”

Raymond Brown: Here is another important dimension as we face an uncertain future. We must look not only back for assurance but around us for evidence in our lives of his sovereign guidance, unchanging presence and providential care. Abundant clusters of fruit in our everyday lives encourage us to believe that the Lord who has brought us so far will not disappoint us in the days to come, however difficult they may be. When threatened by imminent change we feel hesitant, insecure, vulnerable and even bewildered, but we must look carefully around at our present scene and itemize the ‘clusters’ from our contemporary experience. If we take a trip to our own Cluster Valley, we are likely to find abundant evidence of God’s unfailing generosity. These present tokens of his providential care need to be gratefully transposed into items for thanksgiving and praise. The God who is meeting our present needs will not deny us his future provision.



A. (:25-29) Intelligence Report from the Information Gathering Mission

1. (:25-26) Completion of the Assigned Mission

a. (:25) Duration of the Mission

“When they returned from spying out the land,

at the end of forty days,”

Robert Rayburn: In other words, the spies do precisely what they were ordered to do. They traversed the country from south to north, the Desert of Zin lying on the southern frontier, Lebo Hamath on the northern, a distance of some 250 miles, so 500 miles there and back.

b. (:26a) Accountability for the Mission

“they proceeded to come to Moses and Aaron and to all the congregation of the sons of Israel in the wilderness of Paran, at Kadesh;”

c. (:26b) Verbal Report Detailing the Mission

“and they brought back word to them

and to all the congregation”

d. (:26c) Sample Fruit for Show-and-Tell

“and showed them the fruit of the land.”

2. (:27-29) Specific Details of the Report

a. (:27) Positive General Description of the Land

“Thus they told him, and said, ‘We went in to the land where you sent us; and it certainly does flow with milk and honey, and this is its fruit.’”

Gordon Wenham: A hint of the spies’ attitude is given in their very first words. They call Canaan the land to which you sent us; usually when the land is qualified by a relative clause, it is described as the land ‘which the Lord swore to give them’, or something similar (cf. 13:2; 14:16, 23, 30, 40; 15:2, etc.).

Dennis Cole: When the scouts returned, they described the land as good, describing it as flowing with milk and honey, a key phrase used throughout the Old Testament to characterize the quality and productivity of the Promised Land.

b. (:28-29) Alarming Details Regarding Prospects for Conquering –

Magnifying the Difficulties —

1) (:28a) People are Strong

“Nevertheless, the people who live in the land are strong,”

2) (:28b) Fortified Cities are Difficult to Conquer

“and the cities are fortified and very large;”

3) (:28c-29) Tough Enemies are Entrenched and Difficult to Drive Out

“and moreover, we saw the descendants of Anak there.”

a) Amalek

“Amalek is living in the land of the Negev”

Brueggemann: They descended from Amalek, the offspring of Eliphaz son of Esau by the concubine Timna (Gen 36:12). They ranged across nearly the entire Exodus route (14:25). They attacked Israel at Rephidim on the way to Sinai (Exod 17:8–16) and kept attacking stragglers all the way through the wilderness (Deut 25:17–19). Saul tried unsuccessfully to destroy them, and Samuel had to finish off their king, Agag (1 Sam 15). David decisively defeated them (1 Sam 30:17–19), leaving only remnants at Mount Seir in Transjordan, who were wiped out during Hezekiah’s reign (1 Chr 4:41–43).

b) Hittites and Jebusites and Amorites

“and the Hittites and the Jebusites and the Amorites are living in the hill country,”


Hittites. These were an originally non-Semitic people of Asia Minor (1650–1200 bc), some of whom had settled in Canaan (Van Seters 1975:45–46; Josh 1:4; Ezek 16:3). Some lived in the Hebron region, possibly ruling there (Gen 23:3).

Jebusites. These were descendants of Canaan’s third son (Gen 10:16). They were the original inhabitants of Jebus/Jerusalem (Josh 18:28; Judg 19:10; 1 Chr 11:4) and were there for most of the Bronze Age (2000–1550 bc). They survived Israelite raids until David took the city as his own, allowing survivors to remain in the city (Josh 15:63; Judg 1:8; 2 Sam 5:5–9).

Amorites. They had entered Canaan from Mesopotamia (Liverani 1973), where they had established powerful dynasties in the early second millennium bc; for example, Hammurabi was an Amorite. In Akkadian, Amurru means “west,” and by the mid-third millennium the term designated the West-Semitic herdsmen and their territory on the Syrian steppes west of the Euphrates (Van Seters 1975:43–45). By the eighteenth century, Mari texts speak of them in central Syria. Fourteenth and thirteenth century Egyptian and Mesopotamian correspondence (the Amarna letters) defines their area as stretching from the Mediterranean to the Orontes and to Canaan on the south. In the annals of Sennacherib, the kings of the Amurru were those of Phoenicia, Philistia, Ammon, Edom, and Moab (ANET 287), so the Babylonians called the whole land Amurru. Like “Canaanite,” “Amorite” ended up serving as a general term for the populace of Canaan during the Bronze Age (Gen 14:7; 48:22; Deut 3:8).

c) Canaanites

“and the Canaanites are living by the sea

and by the side of the Jordan.”

Brueggemann: They lived along the sea coast and in the Jordan Valley and gave their name to the whole area (Milgrom 1989:119; Van Seters 1975:46–51). The term “Canaanite” could refer to any inhabitant of the province stretching from Egypt’s own border to the Hittite border on the Orontes, i.e., Lebo-hamath (e.g., Gen 12:6; 50:11), or to one of the various peoples living there. It’s impossible to establish their origins, whether they descended from ancient inhabitants of the region or migrated from elsewhere, and if so, when this migration occurred. The diversity of opinion and their uncertain origins complicates any effort to identify them with the Canaan that Noah cursed after the flood (Gen 9:25); however, the Genesis record seems to point in that direction (Gen 10:6) and thus provides a rationale for why Israel should dispossess the Canaanites from their lands. See Millard 1973 and Schoville 1994. Later the term came to refer to “merchants” (Prov 31:24; Zech 14:21).

Gordon Wenham: These first-hand details about the residents of the land gave the spies’ report a touch of authority, and no doubt helped to convince the people of the impossibility of its conquest. But at the same time they obliquely, but totally, challenged the divine promises. Up to this point the phrase a land flowing with milk and honey has always been coupled with the promise that God would give the land and its inhabitants, often listed as here, to Israel (Exod. 3:8, 17; 13:5; 33:3; Lev. 20:24). The spies question this conclusion. They look on the presence of these other nations as an insurmountable obstacle to entry, not as a confirmation of God’s purpose.

Dennis Cole: the first part of their report focused on matters related to the land and its productivity, followed by matters related to the people and their military capabilities. Their accounting of the quality of the land was a faithful representation of that which they had seen and partaken from the regions into which they had been sent. It was indeed an exceptionally fertile land, worthy of being described as “flowing with milk and honey.” But as quickly as they gloried over the produce of the land, they began to grumble about the power of the people of the land. The solemn report turned sour; the wondrous picture turned piteous; the glorifying words became gloomy.

B. (:30-33) Two Contrasting Recommendations Regarding Prospects of Conquering Canaan

David Guzik: Unbelief often presents itself as being “factual” or “practical” or “down to earth.” Yet, the most factual, practical, and down to earth thing we can to is trust the word of the living God. Their unbelief was not according to the facts, but despite the facts.

Significantly, two men could see the exact same sights – the same grapes, the same men, the same land, the same cities – one can come away singing in faith, and the other is filled with a sense of certain doom. Ultimately, faith or unbelief does not spring from circumstances or environment, but from our hearts, which God must change.

1. (:30) Positive Recommendation – Overcomer Mentality of Faith =

Victory is Assured

“Then Caleb quieted the people before Moses, and said, ‘We should by all means go up and take possession of it, for we shall surely overcome it.’”

Roy Gane: Isn’t it unrealistic to say, “We can certainly do it”? Caleb knows what the inhabitants and fortifications of Canaan are like because, unlike most Israelites, he has seen them. He is aware that his people lack the personnel, resources, infrastructure, and budget to overcome the obstacles on their own. But when Caleb says, “We can certainly do it,” he includes God in the word “we” because the Lord is with his people. “Faith is the grit in the soul that puts the dare into dreams” . . .

Theocracy, not majority, rules Caleb’s heart. Democracy may apply to other kinds of situations, but not even a landslide vote shakes his dogged determination to follow the Lord. . .

In the opposing attitudes of Caleb versus the ten scouts, we see two basic orientations that are exemplified throughout the Bible: faith in the Lord to overcome impossible odds versus lack of belief that makes people think they must save themselves. Faith is courage that conquers. Disbelief is cowardice that correctly assesses the impossibility of a situation but fails to take God into account, thereby snatching defeat out of the jaws of victory. . .

For the person of faith, obstacles are temporary because God is real. For the disbeliever, obstacles are permanent because God is not real enough. Thus, the key to exegesis of exigencies is an existential question: Is God real to me? Do I believe, act, and live as if he is alive?

Brueggemann: Believers today need to stir up the same sentiments: If we think ourselves weak, we should know that God’s power works best through unpretentious human weakness (2 Cor 12:9). Because our Lord Jesus has defeated all powers (Col 2:15), we can be strong in his power (Eph 6:10–13), joining in his victorious rule (Rev 3:21).

Robert Rayburn: The life of faith is often marked by intense struggle and frequent failure. But there is struggle precisely because faith knows and cares what it is and ought to be. Faith never forgets that God has made a promise of Canaan. Faith reckons with all that the Lord has already done in redemption and fatherly care and love so far through the wilderness of this world. Faith wants a Godward perspective always and only. Faith desires always to speak and to act in the full realization of God’s presence, power, and promise. That was not true of these ten scouts; it was true of the two. It is the one conspicuous and obvious difference between these two groups of men.

I doubt very much that Joshua and Caleb didn’t have moments of doubt when looking at the thick and high walls of the cities of Canaan and when looking up to men much taller and more imposing than themselves. But they dealt with themselves, and when push came to shove they knew what faith should think and say and should do and they thought it and they said it and they did it. They wouldn’t invariably do that; they will stumble like everyone else, but they did it when it mattered most when the issue was being joined and they did it regularly enough to demonstrate that their faith was the real thing, the genuine article. They had a God-ward perspective and they acted on God’s presence, power and promise. True faith always does.

J. Ligon Duncan: They magnified the problems, and they minimized the power of God, when what they should have done is not minimize the problems, but embrace the impossibility of those problems in terms of their own power, and at the same time acknowledge and magnify the power of God to overcome all.

2. (:31-33) Negative Recommendation – Grasshopper Mentality of Disbelief = We are Going to be Crushed

a. (:31) Conclusion = Impossible Task – Viewed Apart from Faith

“But the men who had gone up with him said, ‘We are not able to go up against the people, for they are too strong for us.’”

b. (:32-33) Supporting Arguments

“So they gave out to the sons of Israel a bad report of the land which they had spied out, saying,”

Timothy Ashley: The contrast between faith and the lack of faith comes out clearly, even here at the beginning, in the word used to describe the majority interpretation of the reconnaissance mission. It is called an evil report (dibbâ). This term contains within it the idea of negativity, falsehood, and strife.

1) (:32b) Tough Place to Wage War

“The land through which we have gone, in spying it out, is a land that devours its inhabitants;”

2) (:32c) Enemy = Giants Compared to Our Size

“and all the people whom we saw in it

are men of great size.”

3) (:33a) Legendary Nephilim Would Oppose Us

“There also we saw the Nephilim

(the sons of Anak are part of the Nephilim);”

Gordon Wenham: Caleb’s attempt to calm the people and rekindle their faith in the promises (go up, occupy, Hebrew ʿālâ, yāraš are key words in Exod. 3:8, 17; 33:3 and Lev. 20:24) is immediately rebuffed by the other spies with more outrageous misrepresentation (31–33). This time their words are dubbed an evil report, that means not simply that they describe the land as evil, but that their accusations about it are untrue (cf. tev ‘false report’). They claim it ‘eats’ its inhabitants (32), that is they tend to die due to the hostile environment (Lev. 26:38; Ezek. 36:13). For a similar personification of the land, cf. Leviticus 18:25, 28. Finally, they revert to the tall men, the sons of Anak, whom they describe with fantastic hyperbole as Nephilim, that is the demi-gods who lived on earth before the flood (Gen. 6:4).

Timothy Ashley: The spies connect these tall men with the Nephilim. These creatures were, at least in part, the “mighty men” (gibbôrîm) resulting from the union between the “sons of God” and the daughters of men in that difficult and tantalizing passage, Gen. 6:1–4. The simplest way to take the text here is that, although the Israelites would not have known who the Anakim were, since Num. 13:22 is the first mention of them in the Bible, they would be familiar with the story of the Nephilim. Connecting the men of great stature with the Nephilim is an exaggeration for rhetorical effect.

4) (:33b) Grasshopper Mentality

“and we became like grasshoppers in our own sight,

and so we were in their sight.”

Raymond Brown: Paralysed by fears and plagued by inadequacy, they were totally deficient in self-worth: ‘We seemed like grasshoppers in our own eyes, and we looked the same to them’ (33). Self-doubt is a cruel and crippling emotion. It robs its victims of security, dignity, composure and resourcefulness. If we are to be used by him, we must certainly begin with a realistic assessment of our limitations. Great things are achieved by God’s servants when they are brought to an end of their own slender resources and realize that they have no alternative but to rely totally on his limitless provision. To operate in brash self-confidence is to court disaster; to remain in cowering self-doubt is to distrust God.