The Nephilim
Project Likkutei Sichos | June 15, 2025
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The Nephilim

Project Likkutei Sichos | June 27, 2025

This week’s parshah tells the story of the sin of the spies, and the evil report that they brought back regarding the land. One of the defamatory statements they relayed was “there we saw the Nephilim, the sons of a giant from among the Nephilim; we were like grasshoppers in our eyes, and so we were in their eyes.”

Rashi cites the word “Nephilim” and explains: “giants from among the sons of Shamchazai and Azael, who fell from the heavens in the days of the Generation of Enosh.”

Commentators explain that Rashi is addressing the repetition of “Nephilim” in the verse (“Nephilim... from among the Nephilim”). Rashi therefore explains that both mentions of “Nephilim” have a distinct meaning: The first “Nephilim” means “giants” (as Rashi explains in parshas Bereishis, “Nephilim — in the Hebrew language it means ‘giants’”) and the second time, “(the sons of a giant) from among the Nephilim,” comes “from the word ‘falling’ {nefilah}, ‘who fell from the heavens.’” Thus, the verse teaches us that the spies saw the giants, who were descendants of those “who fell from the heavens, Shamchazai and Azael.”

However, this requires clarification (aside from a difficulty with the commentators’ explanation which will be addressed below in Section 3): What practical difference does it make for understanding the simple meaning of Scripture to know that (a) the Nephilim who fell from the heavens were called Shamchazai and Azael, and (b) that they fell “in the days of the Generation of Enosh”!?

Even more puzzling: In Rashi’s commentary on the verse (in parshas Bereishis) “the Nephilim were on the earth,” he doesn’t mention the Nephilim’s names. This is quite perplexing: If Rashi didn’t find it necessary to record the names of the “Nephilim” when this event actually occurred (in parshas Bereishis) then why in our parshah, where the Nephilim are mentioned merely tangentially, does Rashi feel the need to inform us of their names?

Furthermore: In Rashi’s commentary on Bereishis ibid (s.v. “bayamim ha’heim”) he writes “in the days of the Generation of Enosh and the sons of Kayin.” Yet here, Rashi omits “and the sons of Kayin.” (Note that Ramban on Bereishis 6:4 only quotes “in the days of the Generation of Enosh” from Rashi).

There’s another point requiring explanation: There are two opinions among the Sages regarding the names of the “Nephilim” who fell from the heavens: The Gemara in Yoma states “the actions of Uzza and Azael” (and these names are also recorded in many Midrashim). However, Targum Yonasan writes “Shamchazai and Uziel” (and similarly in Niddah it states: “Sichon and Og were sons of Achiyah, the son of Shamchazai.” And Rashi comments there: “who came from Shamchazai and Azael”) and this version is cited in other places as well.

If so, why does Rashi choose the opinion of “Shamchazai and Azael,” and not “Uzza and Azael”?

This week’s parshah tells the story of the sin of the spies, and the evil report that they brought back regarding the land. One of the defamatory statements they relayed was “there we saw the Nephilim, the sons of a giant from among the Nephilim; we were like grasshoppers in our eyes, and so we were in their eyes.”

Rashi cites the word “Nephilim” and explains: “giants from among the sons of Shamchazai and Azael, who fell from the heavens in the days of the Generation of Enosh.”

Commentators explain that Rashi is addressing the repetition of “Nephilim” in the verse (“Nephilim... from among the Nephilim”). Rashi therefore explains that both mentions of “Nephilim” have a distinct meaning: The first “Nephilim” means “giants” (as Rashi explains in parshas Bereishis, “Nephilim — in the Hebrew language it means ‘giants’”) and the second time, “(the sons of a giant) from among the Nephilim,” comes “from the word ‘falling’ {nefilah}, ‘who fell from the heavens.’” Thus, the verse teaches us that the spies saw the giants, who were descendants of those “who fell from the heavens, Shamchazai and Azael.”

However, this requires clarification (aside from a difficulty with the commentators’ explanation which will be addressed below in Section 3): What practical difference does it make for understanding the simple meaning of Scripture to know that (a) the Nephilim who fell from the heavens were called Shamchazai and Azael, and (b) that they fell “in the days of the Generation of Enosh”!?

Even more puzzling: In Rashi’s commentary on the verse (in parshas Bereishis) “the Nephilim were on the earth,” he doesn’t mention the Nephilim’s names. This is quite perplexing: If Rashi didn’t find it necessary to record the names of the “Nephilim” when this event actually occurred (in parshas Bereishis) then why in our parshah, where the Nephilim are mentioned merely tangentially, does Rashi feel the need to inform us of their names?

Furthermore: In Rashi’s commentary on Bereishis ibid (s.v. “bayamim ha’heim”) he writes “in the days of the Generation of Enosh and the sons of Kayin.” Yet here, Rashi omits “and the sons of Kayin.” (Note that Ramban on Bereishis 6:4 only quotes “in the days of the Generation of Enosh” from Rashi).

There’s another point requiring explanation: There are two opinions among the Sages regarding the names of the “Nephilim” who fell from the heavens: The Gemara in Yoma states “the actions of Uzza and Azael” (and these names are also recorded in many Midrashim). However, Targum Yonasan writes “Shamchazai and Uziel” (and similarly in Niddah it states: “Sichon and Og were sons of Achiyah, the son of Shamchazai.” And Rashi comments there: “who came from Shamchazai and Azael”) and this version is cited in other places as well.

If so, why does Rashi choose the opinion of “Shamchazai and Azael,” and not “Uzza and Azael”?

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