Where the Angels Failed

“…There we saw the Nephilim, sons of the giant, who descended from the Nephilim…” – Bamidbar 13:33

וְשָׁם רָאִינוּ אֶת הַנְּפִילִים בְּנֵי עֲנָק מִן הַנְּפִלִים – במדבר יג, לג

The Midrash (Yalkut Shimoni, Beraishis 44) relates that when the early humans took to worshipping idols, two angels named Shamchazai and Azael suggested before G-d that they could replace humanity in fulfilling the world’s purpose. G-d replied, “It is known and revealed to Me that if you dwelled upon earth the Evil Inclination would dominate you; in fact, you would be even worse than the sons of man.” But they insisted, so G-d allowed them to descend to the world. Sure enough, as soon as they came to the world they became corrupted.

Years later, when Moshe sent spies to the Land of Canaan, the spies returned and reported that in addition to the “natural” giants that they saw in the Land (see 13:28), they also encountered giant Nephilim. These Nephilim were the descendants of the corrupted angels. As Rashi (Bamidbar 13:33) explains, the word Nephilim shares a common root with the Hebrew word nafal, fallen, for the Nephilim descended from Shamchazai and Azael who “fell” from heaven.


With their report about the Nephilim, the spies intended to not only frighten Bnei Yisrael of the brute strength of the Land’s inhabitants, but also to terrify them about the spiritual risks that entering the Land entailed. As explained in Likutei Torah (Shelach 37a), the spies wanted to remain in the desert, where their physical needs were provided miraculously. They feared that the burden of material concerns that awaited Bnei Yisrael in the Land would not allow for the spiritual heights that they enjoyed in the desert. The spies’ mention of the Nephilim, whose interaction with the material world corrupted them, served to validate their claim.

The spies were mistaken, however. As Yehoshua and Calev insisted, “If G-d desires us, He will bring us to this land” (14:8). Where angels failed, a Jew could succeed. For “G-d desires us”; His greatest source of delight is the Jew who serves Him from within the physical reality. Therefore, a Jew’s ability to be spiritually sensitive even while engaging with the material world is incomparably greater than that of an angel. Moreover, a Jew can ultimately transform the material world, and make it a place where G-d can call home.

—Likutei Sichos, vol. 28, pp. 91-92


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