And the Midianites and the Amalekites and all the people of the East lay along the valley like locusts in abundance, and their camels were without number, as the sand that is on the seashore in abundance.
English Standard Version (ESV)
The verse emphasizes the overwhelming number of the enemy not just in men, but also in their camels, highlighting their dependence on these animals for carrying plunder, making their defeat even more astounding given Gideon's small force. This immense, seemingly insurmountable horde is described with hyperbole, like "locusts" and "sand," to underscore the sheer scale of the challenge Gideon and his three hundred men faced.
And the Midianites and the Amalekites and all the people of the East lay along the valley like locusts in abundance, and their camels were without number, as the sand that is on the seashore in abundance.
English Standard Version (ESV)
Gideon, having been encouraged by a dream and its interpretation that his enemies feared him, is now led by God to spy on the vast Midianite camp. He observes their overwhelming numbers and countless camels spread out in the valley below, a terrifying sight that underscores the sheer impossibility of his task without divine intervention. This scene immediately precedes Gideon's bold, yet small-scale, attack designed by God to demonstrate His power, not human might.
Imagine looking out over a vast valley, and all you can see is enemy soldiers and their animals stretching as far as your eyes can see. That's the picture painted here, and it's meant to be terrifying.
The imagery used in Judges 7:12 is intentionally overwhelming.
Like Locusts and Sand
Gideon's Fear and God's Plan
This overwhelming description serves a crucial purpose: it highlights the impossible odds Gideon and his small band faced. It underscores why Gideon was so afraid and why God's intervention was not just helpful, but essential. This vastness of the enemy was intended to produce dread, setting the stage for God to show His power in saving a seemingly doomed people.
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It's one thing to know the enemy is many; it's another to see their camp sprawled out like a vast, sleeping beast. This verse shows us not just numbers, but the tangible presence of their might.
The description in Judges 7:12 isn't just about abstract numbers; it paints a picture of a fully established, formidable enemy presence.
A Valley Secured
The phrase "lay along in the valley" suggests a settled, almost permanent encampment. This wasn't a fleeting raid but a significant military occupation. The enemy had spread out, likely securing the terrain and establishing a base of operations.
The Power of Camels
The specific mention of "camels were without number" is significant. In ancient Near Eastern warfare and trade, camels were essential. They carried supplies, provided mobility across difficult terrain, and represented immense wealth and logistical capability. An army with countless camels was an army that could sustain itself for a long campaign and carry off vast amounts of plunder. This detail amplifies the sense of the enemy's deep resources and their confidence in conquering Israel.
Setting the Stage for Divine Action
This vivid depiction of the enemy's formidable presence—spread out in the valley, with an overwhelming number of soldiers and their vital camel resources—sets the dramatic stage. It makes Gideon's subsequent mission to spy on the camp (Judges 7:9-11) both terrifying and necessary. It also highlights how God's victory would not be due to Israel's military might but His direct intervention against overwhelming earthly power.
Understand the original words
Midyan · Hebrew Noun
Nomadic or semi-nomadic tribes associated with the wilderness, often acting as adversaries to Israel; in this context, they represent a vast, oppressive enemy force.
Amaleq · Hebrew Noun
An ancient, desert-dwelling people often aligned against Israel; they represent the external threats and enemies of God’s covenant people.
arbeh · Hebrew Noun
A common biblical simile for a vast, innumerable, or overwhelming multitude that consumes or destroys, often highlighting human helplessness without divine intervention.
c. 1100 BC
Midianite Oppression of Israel
For seven years, the Midianites and their allies, including the Amalekites and 'all the people of the East,' had been systematically raiding Israelite lands, destroying crops and livestock, and forcing the Israelites into hiding in the mountains. This period of intense oppression had created widespread fear and desperation among God's people.
c. 1100 BC
Gideon's Call and Gathering
Gideon, a farmer from the tribe of Manasseh, is called by an angel of the Lord to deliver Israel. He begins by gathering a force, but initially, his army numbers 32,000 men, still a formidable number but one that God deems too large to ensure the victory is clearly His.
c. 1100 BC
Gideon's Army Reduced to 300
The Lord orchestrates a series of tests to reduce Gideon's army drastically. First, those who are fearful are sent home (22,000 leave), and then, through a test by the water, the remaining 10,000 are reduced to just 300 men, chosen for their vigilance.
c. 1100 BC
Gideon's Night Visit to the Enemy Camp
Before the final battle, Gideon is encouraged by God to go down to the enemy camp with his servant. There, he overhears a Midianite soldier recounting a dream about a barley cake tumbling into their camp and overturning a tent, which his companion interprets as a sign of Gideon's impending victory.
c. 1100 BC— this verse
The Vast Midianite Host Assembled
The Midianites, Amalekites, and their eastern allies had gathered in immense numbers in the Valley of Jezreel, encamped like countless locusts with an uncountable number of camels. This overwhelming force represented the peak of their oppressive power and the source of Israel's fear.
c. 1100 BC
Gideon's Night Attack Strategy
Armed with only trumpets, empty jars, and torches, Gideon's 300 men surround the massive Midianite camp. At Gideon's signal, they break the jars, reveal the torches, and blow their trumpets, creating a terrifying noise and light in the darkness.
c. 1100 BC
Midianite Rout and Pursuit
The sudden, disorienting attack throws the Midianite army into panic and confusion, causing them to turn on each other. They flee, and Gideon's men, along with reinforcements from other Israelite tribes, pursue and decisively defeat them, capturing their leaders and ending the years of oppression.
This passage also uses the imagery of countless locusts and sand to describe a vast invading army, highlighting the overwhelming numerical advantage of the enemy that Gideon faced.
Genesis 22:17This verse echoes the immense number of Abraham's descendants being like the sand by the sea, a promise of God's multiplication that contrasts with the overwhelming enemy forces Gideon faced, reminding us God's promises can be tested by overwhelming odds.
Isaiah 10:22Here, the people of Israel are described as few in number, like 'a remnant,' which starkly contrasts with the overwhelming multitude of the invaders mentioned in Judges, emphasizing God's power to save a small group against vast opposition.
Revelation 9:16This apocalyptic passage describes an army of two hundred million horsemen, again using immense numbers to convey a sense of overwhelming power, similar to the description of the Midianites.
jfbJudges 7:9-15: "And it came to pass the same night, that the LORD said unto him, Arise, get thee down unto the host; for I have delivered it into thine hand."
Jud 7:9-15. He Is Encouraged by the Dream and the Interpretation of the Barley Cake.9, 10. Arise, get thee down unto the host … But if thou fear to go down, go thou with Phurah thy servant—In ancient times it was reckoned no degradation for persons of the highest rank and character to act as spies on an enemy's camp; and so Gideon did on…
jfbJudges 7:12: "And the Midianites and the Amalekites and all the children of the east lay along in the valley like grasshoppers for multitude; and their camels were without number, as the sand by the sea side for multitude."
- the Midianites and the Amalekites … lay along in the valley like grasshoppers for multitude; and their camels were without number—a most graphic description of an Arab encampment. They lay wrapt in sleep, or resting from their day's plunder, while their innumerable camel…
The verse emphasizes the overwhelming number of the enemy not just in men, but also in their camels, highlighting their dependence on these animals for carrying plunder, making their defeat even more astounding given Gideon's small force. This immense, seemingly insurmountable horde is described with hyperbole, like "locusts" and "sand," to underscore the sheer scale of the challenge Gideon and his three hundred men faced.
Gideon, having been encouraged by a dream and its interpretation that his enemies feared him, is now led by God to spy on the vast Midianite camp. He observes their overwhelming numbers and countless camels spread out in the valley below, a terrifying sight that underscores the sheer impossibility of his task without divine intervention. This scene immediately precedes Gideon's bold, yet small-scale, attack designed by God to demonstrate His power, not human might.
Gideon, having been encouraged by a dream and its interpretation that his enemies feared him, is now led by God to spy on the vast Midianite camp. He observes their overwhelming numbers and countless camels spread out in the valley below, a terrifying sight that underscores the sheer impossibility of his task without divine intervention. This scene immediately precedes Gideon's bold, yet small-scale, attack designed by God to demonstrate His power, not human might.
"And the Midianites and the Amalekites and all the people of the East lay along the valley like locusts in abundance, and their camels were without number, as the sand that is on the seashore in abundance." — The verse emphasizes the overwhelming number of the enemy not just in men, but also in their camels, highlighting their dependence on these animals for carrying plunder, making their defeat even mo…
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Last reviewed October 2026