And the children of Israel set forward, and pitched in the plains of Moab on this side Jordan by Jericho.
The plains of Moab — Which still retained their ancient title, though they had been taken away from the Moabites by Sihon, and from him by the Israelites.
By Jericho — That is, over against Jericho.
 And Moab was sore afraid of the people, because they were many: and Moab was distressed because of the children of Israel.
 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.
The elders — Called the kings of Midian, Numbers 31:8, and princes of Midian, Joshua 13:21, who though divided into their kingdoms yet were now united upon the approach of the Israelites their common enemy, and being, as it seems, a potent and crafty people, and neighbours to the Moabites, these seek confederacy with them. We read of Midianites near mount Sinai, Exod. 2, and 3, which seem to have been a colony of this people, that went out to seek new quarters, as the manner of those times was, but the body of that people were seated in those parts.
Lick up — That is, consume and utterly destroy, in which sense the fire is said to lick up the water and sacrifices, 1 Kings 18:38.
All that are round about us — All our people, who live in the country adjoining to each city, where the princes reside.
 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:
Balaam — Who is called a prophet, 2 Peter 2:16, because God was pleased to inspire and direct him to speak the following prophecies. Indeed many of the Jewish writers say, that Balaam had been a great prophet, who for the accomplishment of his predictions, and the answers of his prayers, had been looked upon justly as a man of great interest with God. However it is certain, that afterwards for his covetousness, God departed from him.
Beor — Or, Bosor, 2 Peter 2:15, for he had two names, as many others had.
Pethor — A city in Mesopotamia.
By the river — By Euphrates, which is called the river, by way of eminency, and here the river of Balaam's land or country, to wit, of Mesopotamia.
 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.
Curse them for my sake and benefit; use thy utmost power, which thou hast with thy Gods, to blast and ruin them.
We may smite them — Thou by thy imprecations, and I by my sword.
 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.
This night — The night was the time when God used to reveal his mind by dreams.
The Lord — Heb. Jehovah, the true God, whom he here mentions, either for his own greater reputation, as if he consulted not with inferior spirits, but with the supreme God; or rather because this was Israel's God, and the only possible way of ruining them was by engaging their God against them: as the Romans and other Heathens, when they went to besiege any city, used enchantments to call forth that God under whose peculiar protection they were.
Of Moab — And of Midian too.
 And God came unto Balaam, and said, What men are these with thee?
What men are these — He asks this that Balaam by repeating the thing in God's presence might be convinced and ashamed of his sin and folly, in offering his service in such a business: and for a foundation to the following answer.
 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.
If the men come — On this condition he was to go.
 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.
Because he went — Because he went of his own accord, with the princes of Moab, and did not wait till they came to call him, which was the sign and condition of God's permission, but rather himself rose and called them. The apostle describes Balaam's sin here to be, that he ran greedily into an error for reward, Jude 1:11.
For an adversary — To oppose, if not to kill him.
His servants with him — The rest of the company being probably gone before them. For in those ancient times there was more of simplicity, and less of ceremony, and therefore it is not strange that Balaam came at some distance, after the rest, and attended only by his own servants.
 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?
Opened the mouth — Conferred upon her the power of speech and reasoning for that time.
 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.
Balaam said — Balaam was not much terrified with the ass's speaking, because perhaps he was accustomed to converse with evil spirits, who appeared to him and discoursed with him in the shape of such creatures. Perhaps he was so blinded by passion, that he did not consider the strangeness of the thing.
 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.
On his face — In token of reverence and submission.
 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:
Thy way is perverse — Springing from covetousness.
 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.
I had slain thee — I had slain thee alone, and not her, therefore her turning aside and falling down was wholly for thy benefit, not for her own, and thy anger against her was unjust and unreasonable.
 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.
Go with the men — I allow thee to go, upon the following terms.
 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.
In the utmost coast — Not far from the camp of the Israelites, whom he desired him to curse.
 And Balak offered oxen and sheep, and sent to Balaam, and to the princes that were with him.
The princes — Whom the king had left to attend him.
 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.
The high places of Baal — Consecrated to the worship of Baal, that is, of Baal Peor, who was their Baal or God.
The utmost part — That is, all that people, even to the utmost and remotest of them, as appears by comparing this with, Numbers 23:13. He hoped that the sight of such a numerous host ready to break in upon his country would stir up his passion.