We have here, I. The fright that the children of Israel were in when they perceived that Pharaoh pursued them, Exo 14:10. They knew very well the strength and rage of the enemy, and their own weakness; numerous indeed they were, but all on foot, unarmed, undisciplined, disquieted by long servitude, and (which was worst of all) now penned up by the situation of their camp, so that they could not make their escape. On the one hand was Pi-hahiroth, a range of craggy rocks impassable; on the other hand were Migdol and Baalzephon, which, some think were forts and garrisons upon the frontiers of Egypt; before them was the sea; behind them were the Egyptians: so that there was no way open for them but upwards, and thence their deliverance came. Note, We may be in the way of our duty, following God and hastening towards heaven, and yet may be in great straits, troubled on every side, Co2 4:8. In this distress, no marvel that the children of Israel were sorely afraid; their father Jacob was so in a like case (Gen 32:7); when without are fightings, it cannot be otherwise but that within are fears: what therefore was the fruit of this fear? According as that was, the fear was good or evil. 1. Some of them cried out unto the Lord; their fear set them a praying, and that was a good effect of it. God brings us into straits that he may bring us to our knees. 2. Others of them cried out against Moses; their fear set them a murmuring, Exo 14:11, Exo 14:12. They give up themselves for lost; and as if God's arm were shortened all of a sudden, and he were not as able to work miracles today as he was yesterday, they despair of deliverance, and can count upon nothing but dying in the wilderness. How inexcusable was their distrust! Did they not see themselves under the guidance and protection of a pillar from heaven? And can almighty power fail them, or infinite goodness be false to them? Yet this was not the worst; they quarrel with Moses for bringing them out of Egypt, and, in quarrelling with him, fly in the face of God himself, and provoke him to wrath whose favour was now the only succour they had to flee to. As the Egyptians were angry with themselves for the best deed they ever did, so the Israelites were angry with God for the greatest kindness that was ever done them; so gross are the absurdities of unbelief. They here express, (1.) A sordid contempt of liberty, preferring servitude before it, only because it was attended with some difficulties. A generous spirit would have said, "If the worst come to the worst," as we say, "It is better to die in the field of honour than to live in the chains of slavery;" nay, under God's conduct, they could not miscarry, and therefore they might say, "Better live God's freemen in the open air of a wilderness than the Egyptians' bondmen in the smoke of the brick-kilns." But because, for the present, they are a little embarrassed, they are angry that they were not left buried alive in their house of bondage. (2.) Base ingratitude to Moses, who had been the faithful instrument of their deliverance. They condemn him, as if he had dealt hardly and unkindly with them, whereas it was evident, beyond dispute, that whatever he did, and however it issued, it was by direction from their God, and with design for their good. What they had said in a former ferment (when they hearkened not to Moses for anguish of spirit), they repeat and justify in this: We said in Egypt, Let us alone; and it was ill-said, yet more excusable, because then they had not had so much experience as they had now of God's wonderful appearances in their favour. But they had as soon forgotten the miracles of mercy as the Egyptians had forgotten the miracles of wrath; and they, as well as the Egyptians, hardened their hearts, at last, to their own ruin; as Egypt after ten plagues, so Israel after ten provocations, of which this was the first (Num 14:22), were sentenced to die in the wilderness.

II.The seasonable encouragement that Moses gave them in this distress, Exo 14:13, Exo 14:14. He answered not these fools according to their folly. God bore with the provocation they gave to him, and did not (as he might justly have done) chose their delusions, and bring their fears upon them; and therefore Moses might well afford to pass by the affront they put upon him. Instead of chiding them, he comforts them, and with an admirable presence and composure of mind, not disheartened either by the threatenings of Egypt or the tremblings of Israel, stills their murmuring, with the assurance of a speedy and complete deliverance: Fear you not. Note, It is our duty and interest, when we cannot get out of our troubles, yet to get above our fears, so that they may only serve to quicken our prayers and endeavours, but may not prevail to silence our faith and hope. 1. He assures them that God would deliver them, that he would undertake their deliverance, and that he would effect it in the utter ruin of their pursuers: The Lord shall fight for you. This Moses was confident of himself, and would have them to be so, though as yet he knew not how or which way it would be brought to pass. God had assured him that Pharaoh and his host should be ruined, and he comforts them with the same comforts wherewith he had been comforted. 2. He directs them to leave it to God, in a silent expectation of the event: "Stand still, and think not to save yourselves either by fighting or flying; wait God's orders, and observe them; be not contriving what course to take, but follow your leader; wait God's appearances, and take notice of them, that you may see how foolish you are to distrust them. Compose yourselves, by an entire confidence in God, into a peaceful prospect of the great salvation God is now about to work for you. Hold your peace; you need not so much as give a shout against the enemy, as Jos 6:16. The work shall be done without any concurrence of yours." Note, (1.) If God himself bring his people into straits, he will himself discover a way to bring them out again. (2.) In times of great difficulty and great expectation, it is our wisdom to keep our spirits calm, quiet, and sedate; for then we are in the best frame both to do our own work and to consider the work of God. Your strength is to sit still (Isa 30:7), for the Egyptians shall help in vain, and threaten to hurt in vain.

The children of Israel cried out unto the Lord - Had their prayer been accompanied with faith, we should not have found them in the next verses murmuring against Moses, or rather against the Lord, through whose goodness they were now brought from under that bondage from which they had often cried for deliverance. Calmet thinks that the most pious and judicious cried unto God, while the unthinking and irreligious murmured against Moses.

And when Pharaoh drew nigh,.... Or "caused to draw nigh" (t); that is, his army, brought it very near to the camp of the Israelites:

the children of Israel lifted up their eyes, and, behold, the Egyptians marched after them; in great numbers, with full speed, threatening them with utter destruction:

and they were sore afraid; being an unarmed people, though numerous, and so unable to defend themselves against armed and disciplined troops; and besides, through their long time of slavery their spirits were broken, and were a mean, abject, dispirited people; and especially were so on the sight of the Egyptians, whom they had so many years looked upon and served as their lords and masters:

and the children of Israel cried out unto the Lord: had they prayed unto him in this their distress for help and assistance, protection and preservation, with an holy and humble confidence in him for it, they had acted a right and laudable part; but their crying out to him seems to be only an outcry of the troubles they were in, and rather the effect of despair than of faith and hope; and was by way of complaint and lamentation of their miserable condition and circumstances, as appears by what follows, which shows what temper of mind they were in.

(t) "fecit accedere", Pagninus, Montanus; "admovit castra", Junius & Tremellius.

when Pharaoh drew nigh, the children of Israel lifted up their eyes--The great consternation of the Israelites is somewhat astonishing, considering their vast superiority in numbers, but their deep dismay and absolute despair at the sight of this armed host receives a satisfactory explanation from the fact that the civilized state of Egyptian society required the absence of all arms, except when they were on service. If the Israelites were entirely unarmed at their departure, they could not think of making any resistance [WILKINSON and HENGSTENBERG].