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12. Israel's Failure at Kadesh Barnea (Numbers 10:11-14:45)

Numbers 10:11—14:45


Imagine what excitement there must have been in the Israelite camp as the time arrived for the entire nation to leave Mount Sinai, where they had been camped for nearly a year, and to finally set out to possess the Promised Land! This is a land that none of the Israelites had ever seen, although they were told that it was a “land of milk and honey,”128 Over the past year, the Israelites had been given the Law of Moses, and they had constructed the tabernacle. They were now ready to move out and to enter the land of Canaan.

Can you imagine the logistics that would have been required to get over two million people organized (along with their cattle) to break camp and travel in the wilderness, and then to set up camp once again? As J. Sidlow Baxter writes,

It is well to keep in mind that here, in this quadrangular formation of the camp of Israel, some two million people were mobilized, and that the quadrangle was about twelve miles square!129

A Boy Scout troop meets in our church building, and I must tell you that from what I’ve seen, there are a lot of logistics that go into a camping trip for this troop. What would it have been like to move the Israelites in an orderly fashion? The Book of Numbers gives us some insight into how God made provision for the orderly march of the Israelites into the land of Canaan. The Israelites who were able to fight were numbered by tribe; the total was more than 600,000 men (1:46). A detailed procedure for breaking and setting up camp was given in the early chapters of Numbers, including the trumpet blasts which signaled the nation that they were to assemble (10:1-11). Finally, in chapter 10, the Israelites set out from the shadow of Mount Sinai for Canaan:

11 And on the twentieth day of the second month, in the second year, the cloud was taken up from the tabernacle of the testimony. 12 So the Israelites set out on their journeys from the Wilderness of Sinai; and the cloud settled in the Wilderness of Paran (Numbers 10:11-12).130

By the time we come to our text, they have traveled three days’ journey:

33 So they traveled from the mountain of the Lord three days’ journey; and the ark of the covenant of the Lord was traveling before them in the three days’ journey, to find a resting place for them.
34 And the cloud of the Lord was on them by day, when they journeyed from the camp. 35 And when the ark journeyed, Moses would say, “Rise up, Lord, and may your enemies be scattered and those who hate you flee before you.” 36 And when it came to rest he would say, “Return, O Lord, to the many thousands of Israel” (Numbers 10:33-36).

We must pause here momentarily to reflect on what this generation of Israelites had seen with their own eyes in the past two years. They looked on as Moses confronted Pharaoh and witnessed the plagues that God brought upon the gods of Egypt, eventually bringing Pharaoh to his knees. They stood before the Red Sea, trapped by the sea before them, the mountains at their side, and the army of Pharaoh behind. They saw God part the Red Sea before them, and then send it crashing down upon Pharaoh’s army. They saw and heard the evidences of God’s majestic presence at Mount Sinai:

16 And on the third day in the morning there were thunders and lightning and a dense cloud on the mountain, and the sound of a very loud horn; and all the people who were in the camp trembled. 17 And Moses brought the people out of the camp to meet God, and they took their place at the lower end of the mountain. 18 Now Mount Sinai was completely covered with smoke because the Lord had descended on it in fire; and its smoke went up like the smoke of a great furnace, and the whole mountain shook greatly. 19 When the sound of the horn grew louder and louder, Moses was speaking and God was answering him with a voice (Exodus 20:16-19).

The Israelites lived in the Sinai wilderness for a year, where God provided food and water for a multitude and for their cattle. They experienced God’s guidance and protection. They also witnessed God’s wrath when they chose to worship the golden calf (Exodus 32-34). God literally performed miracles daily to care for His chosen people.

What’s the Beef?131
Numbers 11:1-3

1 When the people complained it displeased the Lord. When the Lord heard it, his anger burned, and so the fire of the Lord burned among them, and consumed some of the outer parts of the camp. 2 Then the people cried to Moses; and Moses prayed to the Lord, and the fire died out. 3 And he called the name of that place Taberah, because the fire of the Lord burned among them (Numbers 11:1-3).

After only three days, the people are already complaining against God, and the reasons seem to be so petty that they are not even mentioned (as they are elsewhere). I cannot help but think that the mention of being three days into their journey (10:33) was very deliberate. I suspect Moses is trying to cause the reader to remember that Israel began to grumble just three days after they had crossed the Red Sea:

22 Then Moses caused Israel to journey from Yam Suph, and they went out into the desert of Shur. They went three days into the desert, and they found no water. 23 Then they came to Marah, but they were not able to drink the waters of Marah, because they were bitter. (That is why its name was called Marah.) 24 So the people murmured against Moses, saying, “What can we drink?” (Exodus 15:22-24, emphasis mine)

It does not take much time or much trouble to get some folks to grumble. We certainly see this with the Israelites of old, and we can see it today. The emphasis in verses 1-3 is not so much on the displeasure of the Israelites as it is on the displeasure of God with the Israelites. God was angry because His people complained. God responds in a manner that I would liken to “firing a shot over the bow.”132 The “fire of the Lord” (lightning?) came down from heaven, consuming some of the outer portions of the camp. It is difficult to determine whether or not any people were destroyed. Since this “fire” struck the outer portions of the camp, it may have been that some of the Israelites’ animals were consumed. The warning should have been very clear. God was greatly displeased with their grumbling, and He would not tolerate it.

Where’s the Beef?
Numbers 11:4-35

One would expect that God’s response to Israel’s grumbling in verses 1-3 would have silenced any future protest, but this was hardly the case. The “mixed multitude” (some translations say “rabble”) who accompanied the Israelites when they left Egypt (Exodus 12:38) began to complain. Was it due to some very unpleasant or dangerous circumstance? Hardly. These folks complained that their food wasn’t as spicy as the food they had eaten in Egypt:

4 Now the mixed multitude who were among them craved more desirable foods, and so the Israelites wept again, and said, “If only we had meat to eat! 5 We remember the fish we used to eat freely in Egypt, the cucumbers, the melons, the leeks, the onions, and the garlic. 6 But now we are dried up, and there is nothing at all before us except the manna.” 7 Now the manna was like coriander seed, and its color like the color of bdellium. 8 And the people went about, and gathered it, and ground it with mills, or pounded it in mortars; they baked it in pans, and made cakes of it. Its taste was like the taste of fresh olive oil. 9 And when the dew came down on the camp in the night, the manna fell with it (Numbers 11:4-9).

Isn’t it amazing that the mixed multitude grumbled because they could not eat the very things that the doctor tells some folks to avoid – things that make you burp! I must confess that I’m a bit of an expert on grumbling about food. When I was a student in college, one of the items the cafeteria served for breakfast was “oatmeal.” As I recall, that “oatmeal” tasted about like I think manna did. Well, anyway, one day as I was waiting in line, I wrote in a “g” in front of the “oatmeal” sign: = “goatmeal.” When I was teaching in a medium security prison, we ate in the prison cafeteria, and it was better (more expensive) food that my wife and I ate at home. I can still remember going to class after lunch and hearing one of the inmates complain about how his steak was cooked. We’re all grumblers when it comes to food.

It must have been the mixed multitude who grumbled because I find it difficult to imagine that the Israelite slaves ate as the grumblers claimed to have eaten in Egypt. Nevertheless, the complaining that began with the mixed multitude spread to the rest (11:10-14). If this is not bad enough, the grumbling of the Israelites prompted Moses to grumble as well:

10 And Moses heard the people weeping throughout their families, everyone at the door of his tent; and when the anger of the Lord was kindled greatly, Moses was also displeased. 11 And Moses said to the Lord, “Why have you afflicted your servant? Why have I not found favor in your sight, that you lay the burden of all this people on me? 12 Did I conceive all this people? Did I produce them, that you should say to me, ‘Carry them in your bosom, as a foster father bears a nursing child,’ to the land which you swore to their fathers? 13 From where shall I get meat to give to all this people, for they cry to me, ‘Give us meat, that we may eat!’ 14 I am not able to bear all this people alone, because it is too heavy for me! 15 But if you are going to deal with me like this, then kill me immediately. If I have found favor in your sight then do not let me see my trouble” (11:10-15).

God first responded to the complaint of Moses:

16 And the Lord said to Moses, “Gather to me seventy men of the elders of Israel, whom you know are elders of the people, and officials over them; and bring them to the tent of meeting, and let them take their position there with you. 17 Then I will come down and speak with you there, and I will take part of the Spirit that is on you, and will put it on them, and they will bear some of the burden of the people with you, so that you do not bear it by yourself” (11:16-17).

I get the distinct impression that the actions taken here in Numbers are those that Jethro had suggested earlier, and that Moses just didn’t get around to – until this crisis forced him to do so:

17 Then Moses’ father-in-law said to him, “The thing you are doing is not good. 18 You will surely wear out, both you and this people who are with you, for this is too heavy for you; you are not able to do it by yourself. 19 Now listen to me, I will give you some advice, and may God be with you: You be for the people a representative to God, and bring their disputes to God. 20 And warn them of the statutes and the laws, and make known to them the way in which they must walk, and the work that they must do. 21 But choose from the people capable men, God-fearers, men of truth, those who hate bribes, and put them over the people as rulers of thousands, and rulers of hundreds, and rulers of fifties, and rulers of tens. 22 And they will judge the people all the time, and every great issue they will bring to you, but every small issue they themselves will judge, so that you may make it easier for yourself, and they will bear the burden with you. 23 If you do this thing, and God so commands you, then you will be able to endure, and all these people will be able to go to their place satisfied.” 24 So Moses listened to his father-in-law and did all that he had said (Exodus 18:17-24).

Although the last verse (24) states that Moses did all that Jethro had suggested, we do not have any account as to how or when this was implemented – not until the crisis of Numbers 11. Isn’t that the way many of us operate? We know that we need to make certain changes, but it takes a crisis to force us to change. By giving each of the 70 men a portion of the Spirit (Numbers 11:16-30), God visibly demonstrated to the nation that these men were divinely empowered to carry out the task that Moses once tried to handle by himself.

Having dealt with Moses, God now turns to the grumbling Israelites. They had the gall to claim that their life was better in Egypt under Pharaoh than it was in the desert, under God’s rule. They wanted more tasty food, so God assured Moses that they would get it, till it literally ran out their noses (11:20):

14 In the wilderness they had an insatiable craving for meat;

they challenged God in the desert.

15 He granted their request,

then struck them with a disease (Psalm 106:14-15).

It would almost appear that the mixed multitude was removed (or at least greatly reduced), because the plague came upon those who craved the food of Egypt:

So the name of that place was called Kibroth Hattaavah, because there they buried the people that craved different food (Numbers 11:34, emphasis mine).

Grumbling Against Moses
Numbers 12:1-16

One would like to think the Israelites had learned their lesson in regard to grumbling, but this was not the case. Numbers 12 is yet another account of grumbling against Moses and his leadership, but this time the grumbling did not originate from the masses, but from the very top, from Miriam and Aaron:

1 Then Miriam and Aaron spoke against Moses because of the Cushite woman he had married (for he had married an Ethiopian woman.) 2 And they said, “Has the Lord only spoken by Moses? Has he not also spoken by us?” And the Lord heard it. 3 Now the man Moses was very humble, more so than any man on the face of the earth (Numbers 12:1-3).

Notice the precipitating event – Moses had entered into an interracial marriage with a Cushite woman. There is not so much as a word of rebuke from God for Moses, regarding his marriage or anything else. God does have a strong rebuke for Miriam and Aaron. They argued for equality in leadership, refusing to submit to Moses as a higher authority. They reasoned that because they were prophets like Moses, they were Moses’ equals. They sound a great deal like Satan, who refused to accept his subordinate position, striving to be “like God” (Isaiah 14:13-14; compare Genesis 3:5).

What a wonderful compliment is paid to Moses in verse 3. (I am inclined to think that Moses did not write this, but some later editor, who added this under inspiration.) Moses was humble, the most humble man on the face of the earth. Here was a leader whose ego did not come in the giant economy size. In practical terms, I take this to mean that Moses refused to defend himself, as most leaders would be inclined to do. Moses did not need to defend himself, because he left his cause with God. And God certainly defended him!

The Lord promptly ordered, “The three of you come out to the tent of meeting” (verse 4). When the Lord came down in the pillar of the cloud, He emphatically endorsed Moses as the main leader, superior in rank to Miriam and Aaron:

6 And the Lord said, “Hear now my words: If there is a prophet among you, I the Lord will make myself known to him in a vision, I will speak with him in a dream. 7 My servant Moses is not so; he is faithful in all my house. 8 With him I will speak face to face, openly, and not in riddles; and he will see the form of the Lord. Why then were you not afraid to speak against my servant Moses?” 9 And the anger of the Lord burned against them, and he departed (Numbers 12:6-9).

Did Miriam and Aaron consider themselves to be prophets? So they were, but how they received their revelations from God showed that they were subordinate to Moses. It is one thing for an employee to receive a memo from the president of the company; it is quite another to be taken to breakfast by the president, to be personally briefed by him in advance as to his plans for the company. God reminded Miriam and Aaron that He communicated with Moses “face to face,” but to them, He spoke only through visions and dreams.

To underscore the severity of their offense, God struck Miriam with leprosy. This would seem to suggest that it was she, rather than Aaron, who first complained. Moses pled with God to heal Miriam immediately, and God did so, but He also required her to remain outside the camp (as the law required – Leviticus 14:8) for a week, until she was pronounced clean. The whole multitude of Israelites waited an entire week for Miriam to be pronounced clean. (Let husbands who grumble because they must wait for their wives consider Miriam the world record holder for most man-hours lost in waiting.)

A Failure of Faith
Numbers 13-14

It seems apparent that Moses included chapters 10-12 as his introduction to Israel’s great failure at Kadesh, as recorded in chapters 13 and 14. The way the book is structured, the failure at Kadesh is the climax of a long sequence of failures on the part of the nation.

The Lord instructed Moses to send spies into the land of Canaan, to determine its desirability and its defenses:

1 The Lord spoke to Moses: 2 “Send out men that they may investigate the land of Canaan, which I am giving to the Israelites. You are to send one man from each ancestral tribe, each one a leader among them.” 3 So Moses sent them from the Wilderness of Paran at the command of the Lord. All of them were leaders of the Israelites… 17 When Moses sent them to investigate the land of Canaan, he told them, “Go up through the Negev, and then go up into the hill country 18 and see what the land is like, and whether the people who live in it are strong or weak, few or many, 19 and whether the land they live in is good or bad, and whether the cities they inhabit are like camps or fortified cities, 20 and whether the land is rich or poor, and whether or not there are forests in it. And be brave, and bring back some of the fruit of the land.” Now it was the time of the year for the first ripe grapes (Numbers 13:1-3, 17-20).

This description of how the spies were sent out differs somewhat from the account Moses gives in the first chapter of Deuteronomy:

19 “Then we struck out from Horeb and passed through all that immense, forbidding wilderness that you saw on the way to the Amorite hill country as the Lord our God had commanded us to do, finally arriving at Kadesh Barnea. 20 Then I said to you, “You have come to the Amorite hill country which the Lord our God is about to give us. 21 Look, he has set the land before you. Go up, take possession of it just as the Lord, the God of your ancestors, said to do. Don’t be afraid or discouraged.” 22 So all of you approached me and said, ‘Let’s send some people ahead of us to scout out the land and bring us back word as to how we should go up and what the cities are like there.’ 23 I thought this was a good idea so I sent twelve men from among you, one from each tribe” (Deuteronomy 1:19-23, emphasis mine).

The difference is not really that difficult to explain. The most likely explanation is that the people did suggest that they send spies into the land. This idea appealed to Moses, who then consulted God. God then instructed the Israelites to do what they had proposed. I think there are three reasons why Moses omitted mentioning that the Israelites first suggested sending the spies in his account in Numbers (though he purposed to give “the rest of the story” in Deuteronomy). First, I believe that in Numbers the emphasis is upon God, and His leading. In the final analysis, the spies were sent to Canaan because God commanded it. Who first suggested the idea is not as important. Second, I believe that God wanted the Israelites to know that this land was a good land, a land worth fighting for. None of the Israelites had ever seen the Promised Land. The report of the spies (and the sight of the cluster of grapes they brought back) would assure the Israelites that the land was as good as God had said it would be. Third, I am convinced that God wanted the Israelites to understand the magnitude of the task. God did not want there to be any fine print in His dealings with the Israelites. He did not want the Israelites to be surprised when they met the enemy on the field of battle. God very specifically instructed the spies to assess the difficulty of the task of taking the land. In brief, He wanted the Israelites to grasp the impossibility of the task. He wanted them to understand that the taking of the land would be a miracle, that it would be His doing, and not theirs.

The spies were sent out, and they went about the entire land over a period of 40 days (13:21-25). When the spies returned, they were unanimous in their assessment that the land was a good land, a land “of milk and honey” (13:26-27). They differed little in their assessment of the strength of the Canaanites (13:28-29). It seems as though Caleb becomes uncomfortable with the emphasis that is placed on the strength of the Canaanites, and that he interrupts the ten in the midst of their report:

27 And they told Moses, “We went to the land where you sent us. It is indeed flowing with milk and honey, and this is its fruit. 28 But the inhabitants are strong, and the cities are fortified and very large. Moreover we saw the descendants of Anak there. 29 The Amalekites live in the Negev; the Hittites, Jebusites, and Amorites live in the hill country; and the Canaanites live by the sea and along the banks of the Jordan.” 30 Then Caleb silenced the people before Moses, saying, “Let us go up and occupy it, for we are well able to conquer it.” 31 But the men who had gone up with him said, “ We are not able to go up against these people, because they are stronger than we are.” 32 Then they presented the Israelites with a discouraging report of the land they had investigated, saying, “The land that we passed through to investigate is a land that devours its inhabitants. All the people we saw there are of great stature. 33 We even saw the Nephilim (the descendants of the Anak came from the Nephilim), and we seemed liked grasshoppers both to ourselves and to them” (Numbers 13:27-33, emphasis mine).

The real difference between the two spies – Joshua and Caleb – and the ten was in their perspective. The two faithful spies looked at the task ahead from the perspective of who their God was. Their God was the one who triumphed over Egypt, over Pharaoh, and over the gods of Egypt. Their God was the God of the impossible, the God who parted the Red Sea. The ten spies looked only at the task at hand, and their own ability to accomplish it. The giants of the land were just too much for them to tackle. Their “God” was too small.

The response of the Israelites to the spies’ report is tragic:

1 Then all the community raised a loud cry, and the people wept that night. 2 And all the Israelites murmured against Moses and Aaron, and the whole congregation said to them, “If only we had died in the land of Egypt, or if only we had perished in this wilderness! 3 Why has the Lord brought us into this land only to fall by the sword, that our wives and our children should become plunder? Would it not be better for us to return to Egypt?” 4 So they said to one another, “Let’s appoint a leader and return to Egypt” (Numbers 14:1-4).

They wept because of the strength of their opposition, rather than to rejoice in the goodness of the land and the greatness of their God. They spoke of Egypt as a better place to live than Canaan. They conspired together to replace Moses with a leader who would take them back to Egypt.

I see only four leaders standing on the Lord’s side in this catastrophic failure of faith: Moses and Aaron, Joshua and Caleb (14:5-10). I’m not saying that there were not others who stood with Moses, but I do suspect that many of Israel’s leaders failed at this moment in time. Joshua and Caleb made every effort to convince the people to trust and obey:

5 Then Moses and Aaron fell down with their faces to the ground before all the assembly of the community of the Israelites. 6 And Joshua son of Nun and Caleb son of Jephunneh, part of those who investigated the land, tore their garments. 7 They said to all the community of the Israelites, “The land we passed through to investigate is an exceedingly good land. 8 If the Lord delights in us, then he will bring us into this land and give it to us—a land that is flowing with milk and honey. 9 Only do not rebel against the Lord, and do not fear the people of the land; for they are bread for us. Their protection has turned aside from them; but the Lord is with us. Do not fear them!” (Numbers 14:5-9)

Israel’s unbelief was far from passive. Had it not been for direct divine intervention, Moses, Aaron, Joshua, and Caleb would have been stoned:

However, all the community threatened to stone them. But the glory of the Lord appeared to all the Israelites at the tent of the meeting (14:10).

God’s words to Moses and his response are a strikingly similar to the earlier conversation between God and Moses in Exodus, which took place as a result of Israel’s worship of the golden calf:


Numbers 14

11 And the Lord said to Moses, “How long will this people despise me, and how long will they not believe in me, in spite of the signs that I have done among them? 12 I will strike them with the pestilence, and I will disinherit them; I will make you into a nation that is greater and mightier than they!” 13 And Moses said to the Lord, “When the Egyptians hear it—for you brought up this people in your might from among them— 14 then they will tell it to the inhabitants of this land. They have heard that you, Lord, are among this people, that you, Lord, are seen face to face, that your cloud stands over them, and that you go before them by day in a pillar of a cloud and in a pillar of fire by night. 15 If you kill all this people at once, then the nations that have heard of your fame will say, 16 ‘Because the Lord was not able to bring this people into the land that he swore to them, he killed them in the wilderness’ (Numbers 14:11-16, emphasis mine).

Exodus 32

7 And the Lord spoke to Moses: “Go, descend, because your people, whom you brought up from the land of Egypt, have acted corruptly. 8 They have turned aside quickly from the way that I commanded them—they have made for themselves a molten calf, and have bowed down to it and sacrificed to it, and said, ‘These are your gods, O Israel, which brought you up from the land of Egypt.’” 9 Then the Lord said to Moses: “I have seen this people, that they are a stiff-necked people. 10 So now, leave me alone so that my anger can burn against them and that I may consume them; and I will make from you a great nation.” 11 But Moses sought the favor of the Lord his God. And he said, “O Lord, why does your anger burn against your people, whom you have brought out from the land of Egypt with great power and with a mighty hand? 12 Why should the Egyptians say, ‘For evil he led them out to kill them in the mountains, and to destroy them from the face of the earth’? Turn from your burning anger, and relent of this evil against your people. 13 Remember Abraham, Isaac, and Israel your servants, to whom you swore by yourself, and spoke to them, ‘I will multiply your descendants like the stars of the heavens, and all this land that I have spoken about I will give to your descendants, and they will inherit it forever’” (Exodus 32:7-13, emphasis mine).


17 So now, let the power of my Lord be great, just as you have said, 18 ‘ The Lord is slow to anger and abounding in loyal love, forgiving iniquity and transgression, and by no means clearing the guilty, visiting the iniquity of the fathers on the children until the third and fourth generations.’ 19 Please forgive the iniquity of this people according to your great loyal love, just as you have forgiven this people from Egypt even until now.”
20 Then the Lord said, “I have forgiven them as you asked. (Numbers 14:17-20, emphasis mine).


5 And the Lord descended in the cloud and stood with him there; and he made proclamation of the Lord by name. 6 And the Lord passed by before him and proclaimed: “ The Lord, the Lord, the compassionate and gracious God, slow to anger, and abounding in loyal love and faithfulness, 7 keeping loyal love for thousands, forgiving iniquity, and transgression and sin. But he by no means leaves the guilty unpunished, visiting the iniquity of the fathers on the children and on the children’s children, to the third and fourth generation” (Exodus 34:5-7, emphasis mine).

Then the Lord relented over the evil that he had said he was going to do to His people (Exodus 32:14, emphasis mine).


It is my opinion that God deliberately repeated the threat He made at Sinai, knowing that Moses would recognize it as such, and that he would once again appeal to Him in accordance with His character and His covenant. God is predictable in terms of His character, for He does not change. He is also predictable in regard to His covenants, because He keeps His covenants. As expected, God did forgive the Israelites, as Moses had requested. Forgiveness meant that God would not instantly destroy the Israelites on the spot, as threatened; it did not mean that Israel would escape all of the consequences of their sin:

21 “But truly, as I live, all the earth will be filled with the glory of the Lord. 22 Because all the men have seen my glory and my signs that I did in Egypt and in the wilderness, and have tempted me now these ten times, and have not obeyed me, 23 they will by no means see the land that I swore to their fathers, nor will any of them who despised me see it. 24 Only my servant Caleb, because he had a different spirit and has followed me fully—I will bring him into the land where he had gone, and his descendants will possess it” (Numbers 14:21-24).

The Israelites would not experience the physical blessings God had promised. They would not enter the land of Canaan. They must continue to wander in the wilderness for 40 years, until all the first generation (except for Joshua and Caleb) died. The younger generation – the ones they said would become plunder for the Canaanites (14:3) – would certainly possess the land, just as God promised.

The judgment the Israelites must endure was based upon two main facts. First, this generation that refused to trust God and to go up into Canaan to possess the land was a generation that had personally witnessed the mighty hand of God in Egypt and in the wilderness (14:22). They failed to trust God to defeat their enemies, yet He had already defeated Pharaoh and the Egyptian army. Second, this generation was guilty of habitual unbelief and rebellion. Moses indicates that the failure of Israel at Kadesh is the tenth and climactic offense against God. The three rebellions of chapters 11-12 were but the “tip of the iceberg.” The fact is that the Israelites constantly refused to trust and obey God. This rebellion at Kadesh was “the last straw” so far as god was concerned; He had put up with enough from this stiff-necked generation. The Israelites must wander about in the wilderness 40 years — 1 year for every day the spies spent in the land of Canaan (14:33-34). A special judgment was pronounced upon the 10 spies who returned with a bad report. God sent a plague that brought about the death of these spies (14:37).

Too Little, Too Late
Numbers 14:40-45

40 And early in the morning they went up to the crest of the hill country, saying, “Here we are, and we will go up to the place that the Lord commanded, for we have sinned.” 41 But Moses said, “Why are you now transgressing the commandment of the Lord? But it will not prosper. 42 Do not go up, for the Lord is not among you, and you will be defeated before your enemies. 43 For the Amalekites and the Canaanites are there before you, and you will fall by the sword. Because you have turned away from the Lord, the Lord will not be with you.” 44 But they presumed to go up to the crest of the hill, although neither the ark of the covenant of the Lord nor Moses departed out of the camp. 45 So the Amalekites and the Canaanites who lived in that hill country swooped down and attacked them as far as Hormah.

I have observed what seems to be a very human trait over the years, particularly in recent years. I have noted that those who sin, often come to regret their decision to disobey. While some may genuinely repent, many seem only to regret their actions, and more particularly, the consequences of their actions. What they really want is to turn the clock back, to make things just as they were before they sinned. This appears to be the case with the Israelites. Realizing that God was not going to allow them to enter the land, they came to regret their refusal to enter the land of Canaan, as God had initially commanded. Now they are suddenly determined to go up against the Canaanites, as though this will reverse the consequences God had declared.

The Israelites assembled for battle, early in the morning, ready to attack the Canaanites and to possess the land. It was too late, however, as Moses made very clear. Now, attempting to take the land would be disobedience, just as refusing to do so earlier was also sin. They must suffer the consequences for their actions, even though God had forgiven them. (Had God not forgiven them, I assume He would have wiped the entire nation out immediately, as He threatened to do.) The Israelites once again refused to heed God’s word, spoken through Moses. They went to battle without Moses, without the ark of the covenant, and without God. When they engaged the Canaanites in battle, they suffered a terrible defeat. And now they must wander about the wilderness, until the whole generation has died.


It can easily be seen that Kadesh was a major turning point for the first generation of Israelites. They failed to “trust and obey” one time too many, and the consequence was being denied the blessing of possessing the land of Canaan. Did this generation loathe manna and prefer Egypt to Canaan? They would eat manna for nearly 40 years, and they would wander about the wilderness. Even though God had delivered this generation from their bondage in Egypt with a powerful hand, they would not trust God to give them the victory over the Canaanites. It was a great failure of faith.

We should note that this sin is neither sudden nor unexpected in the Book of Numbers. Israel’s grumbling and complaining began shortly after they safely passed through the Red Sea. Moses informs the Israelites (and the reader) that this failure at Kadesh was the tenth such act of rebellion (14:22). Sin is not nearly as sudden and unexpected as it may at first appear. Israel had developed a pattern of grumbling and rebellion. This event was “the last straw” so far as God was concerned. He is gracious and longsuffering, but there finally comes a “point of no return.” Israel reached that point at Kadesh. Even though they expressed sorrow and a willingness to confront the Canaanites, it was too late.

Let us be very careful about grumbling. Our grumbling, like that of ancient Israel, is often directed toward our circumstances. How often God has provided for our needs, and how often we think that He should have done better. We are frequently not content with His blessings, and complain about our lot in life. Our grumbling, like that of the Israelites, is often directed at our leaders. We fail to grasp the fact that when we grumble against our leaders, we ultimately grumble against God (Exodus 16:7; Numbers 17:5, 10).

Sadly, Israel’s leaders did fail – not Moses or Aaron, Joshua or Caleb, but many of its other leaders. The ten spies who returned with a bad report were leaders of their tribes (Numbers 13:2). I cannot help but wonder about the 70 leaders that were appointed in Numbers 11. They seem to have been silent, so far as encouraging the Israelites to trust and obey. I wonder if they did not side with the 10. It seems almost certain that many, indeed most, of Israel’s leaders failed to lead the people in a godly way at Kadesh. Israel’s unbelief began from the top (the 10 spies) down. I think we sometimes fail to grasp the impact we can have on others for good or evil:

If I had publicized these thoughts,

I would have betrayed your loyal followers (Psalm 73:15).

Both unbelief and faith are contagious. Our grumbling and doubting can influence others, just as our faith and obedience can inspire and encourage others. This is one of the reasons why the Israelites later worshipped at the temple. There they could proclaim the mercies of the Lord and challenge others to walk by faith (Psalm 52:9; 116:14, 18; Jeremiah 33:11). Surely this is one of the reasons why New Testament saints are exhorted to assemble together as a church:

23 And let us hold unwaveringly to the hope that we confess, for the one who made the promise is trustworthy. 24 And let us take thought of how to spur one another on to love and good works, 25 not abandoning our own meetings, as some are in the habit of doing, but encouraging each other, and even more so because you see the day drawing near (Hebrews 10:23-25).

After teaching this lesson on Kadesh, one of the members of our church wrote this poem, which I have been given permission to share with you, anonymously:

Giants in Them Hills

We’ve bin starved an’ we’ve bin thirsty
Ain’t got cukes or onions still;
Now you tell us even worsty
There are giants in them hills.
We aren’t a goin’ forward yet
Them giants will kill us all.
We’ll cry and cry, our eyes all wet
‘ Cause we ain’t so strong and tall.
O why did we leave Pharaoh?
Nor die in the wilderness?
Them giants have spear and arrow
An’ they’ll make a mess of us.
We all want another lead man
It’s too hard to follow you
Those giants are of Anak’s clan
From the Nephilim they grew.
We won’t believe, we can’t believe
So jest leave us all alone!
We’ll weep and weep until we grieve
Then we’ll set off on our own.
And so, the lesson at Kadesh
a generation defiled.
Would I have acted in the flesh
Or behaved as His beloved child?
Now these things happened to them as an example,
and they were written for our instruction …

1 Corinthians 10:11.

I wonder what our Kadesh will be? Each of us, I suspect, will experience some kind of “Kadesh” at least once in our lives, and probably more often than that. It will be a time when God will place a challenge before us, one that looks humanly impossible (and, indeed, is). It will be a matter of faith and obedience. Either we will trust in God’s promises and power, and obey, or we will be overcome by doubts and fears, and disobey. I also wonder if there will be a Kadesh for us corporately, as a church. Let us not develop a pattern of doubt and fear and grumbling, but let us walk by faith and encourage others to do likewise, so that when our “Kadesh” comes along, we shall not fail the test (see Revelation 3:7-12).

I should also point out that while unbelief kept this generation from possessing the land of Canaan, it did not frustrate God’s purposes or promises. This generation did not enter into the blessings that God had prepared for them, but the next generation would. Our unfaithfulness does not negate or frustrate the faithfulness of God:

For the gifts and the call of God are irrevocable (Romans 11:29).
If we are unfaithful, he remains faithful,

Since he cannot deny himself (2 Timothy 2:13).

Have you ever wondered why God fed Israel with manna and water in the wilderness, rather than steak and ale? God could have provided meat, as He did on occasion. He could have provided a much finer menu that He did. Why, then, did He feed the Israelites with such plain food? I think that there are several reasons. First, it was all that they needed. Had they eaten too well, they would not have been in any shape to endure the rigors of the wilderness. Second, He fed them as He did so that they would have to trust Him for their daily bread. Their food came from heaven each day, and they could not store it up. They had to trust God daily for their needs. Third, if they ate too well, there would be less incentive for them to press on to the land of Canaan. It is the trials and difficulties of this life that cause us to hunger for heaven. Fourth, it was to test the Israelites and to train them for life in Canaan (Deuteronomy 8:1-10). The Israelites needed to learn to trust God and to be content with His provisions. If they could learn to be content with little, they could more easily appreciate the bounty that God had for them in Canaan. Finally, God was teaching the Israelites that their full satisfaction could not come from any food, no matter how good it tasted; their full satisfaction was to come from knowing and serving God. That is the point of our Lord’s response to Satan’s temptation:

1 Then Jesus was led by the Spirit into the wilderness to be tempted by the devil. 2 After he fasted forty days and forty nights he was famished. 3 The tempter came and said to him, “If you are the Son of God, command these stones to become bread.” 4 But he answered, “It is written, `Man does not live by bread alone, but by every word that comes from the mouth of God’“ (Matthew 4:1-4).

The Scriptures make much of the failure of the Israelites at Kadesh. It is the central theme of Psalm 95. That Psalm begins with a call to worship, and ends up with a warning, a warning not to be like the Israelites at Kadesh (and elsewhere where they grumbled). Praise is the preventative and the cure for grumbling. It focuses on God and urges others to do likewise. It thinks on the greatness of God and on His wondrous deeds. It inspires faith and obedience. Remembrance of our Lord’s work at Calvary and praise for the gift of His salvation is a central theme in our time of worship at the Lord’s Table every week. It is something we should eagerly anticipate.

It just so happens that while I have been preparing this lesson in the Old Testament Book of Numbers, I have also been preparing for teaching in the Book of Hebrews, chapter 3. I am more and more convinced that properly understanding the failure of Israel at Kadesh is the key to understanding the message of the Book of Hebrews. I would urge you to continue to study this text in Numbers, as well as the Book of Hebrews. It is an endeavor well worth your finest efforts.

127 This is the edited manuscript of a message delivered by Robert L. Deffinbaugh, teacher and elder at Community Bible Chapel, on February 4, 2001.

128 See Exodus 3:8, 17; 13:5; 33:3; Leviticus 20:24.

129 J. Sidlow Baxter, Explore the Book (Grand Rapids, Michigan: Zondervan Publishing House, 1960), Six volumes in one, vol. 1, p. 164.

130 Unless otherwise indicated, all Scripture quotations are from the NET Bible. The NEW ENGLISH TRANSLATION, also known as THE NET BIBLE, is a completely new translation of the Bible, not a revision or an update of a previous English version. It was completed by more than twenty biblical scholars who worked directly from the best currently available Hebrew, Aramaic, and Greek texts. The translation project originally started as an attempt to provide an electronic version of a modern translation for electronic distribution over the Internet and on CD (compact disk). Anyone anywhere in the world with an Internet connection will be able to use and print out the NET Bible without cost for personal study. In addition, anyone who wants to share the Bible with others can print unlimited copies and give them away free to others. It is available on the Internet at:

131 I confess that this is a takeoff from the once popular television commercial where a little old lady bought a hamburger, but could hardly find the beef, and so she asked, “Where’s the Beef?”

132 On the high seas, a military vessel may send a warning by firing a shot from a canon over the bow of the offending ship, giving notice that if further action is required, they are prepared to shoot again, and this time lower.

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