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Early the next morning, Gideon and his army got up and moved their camp to Fear Spring.[a] The Midianite camp was to the north, in the valley at the foot of Moreh Hill.[b]

The Lord said, “Gideon, your army is too big. I can’t let you win with this many soldiers. The Israelites would think that they had won the battle all by themselves and that I didn’t have anything to do with it. So call your troops together and tell them that anyone who is really afraid can leave Mount Gilead[c] and go home.”

Twenty-two thousand men returned home, leaving Gideon with only ten thousand soldiers.

“Gideon,” the Lord said, “you still have too many soldiers. Take them down to the spring and I’ll test them. I’ll tell you which ones can go along with you and which ones must go back home.”

When Gideon led his army down to the spring, the Lord told him, “Watch how each man gets a drink of water. Then divide them into two groups—those who lap the water like a dog and those who kneel down to drink.”

Three hundred men scooped up water in their hands and lapped it, and the rest knelt to get a drink. The Lord said, “Gideon, your army will be made up of everyone who lapped the water from their hands. Send the others home. I’m going to rescue Israel by helping you and your army of three hundred defeat the Midianites.”

Then Gideon gave these orders, “You three hundred men stay here. The rest of you may go home, but leave your food and trumpets with us.”

Gideon’s army camp was on top of a hill overlooking the Midianite camp in the valley.

That night, the Lord said to Gideon. “Get up! Attack the Midianite camp. I am going to let you defeat them, 10 but if you’re still afraid, you and your servant Purah should sneak down to their camp. 11 When you hear what the Midianites are saying, you’ll be brave enough to attack.”

Gideon and Purah worked their way to the edge of the enemy camp, where soldiers were on guard duty. 12 The camp was huge. The Midianites, Amalekites, and other eastern nations covered the valley like a swarm of locusts.[d] And it would be easier to count the grains of sand on a beach than to count their camels. 13 Gideon overheard one enemy guard telling another, “I had a dream about a flat[e] loaf of barley bread that came tumbling into our camp. It hit the headquarters tent,[f] and the tent flipped over and fell down.”

14 The other soldier answered, “Your dream must have been about Gideon, the Israelite commander. It means God will let him and his army defeat the Midianite army and everyone else in our camp.”

15 As soon as Gideon heard about the dream and what it meant, he bowed down to praise God. Then he went back to the Israelite camp and shouted, “Let’s go! The Lord is going to let us defeat the Midianite army.”

16 Gideon divided his little army into three groups of one hundred men, and he gave each soldier a trumpet and a large clay jar with a burning torch inside. 17-18 Gideon said, “When we get to the enemy camp, spread out and surround it. Then wait for me to blow a signal on my trumpet. As soon as you hear it, blow your trumpets and shout, ‘Fight for the Lord! Fight for Gideon!’”

19 Gideon and his group reached the edge of the enemy camp a few hours after dark, just after the new guards had come on duty.[g] Gideon and his soldiers blew their trumpets and smashed the clay jars that were hiding the torches. 20 The rest of Gideon’s soldiers blew the trumpets they were holding in their right hands. Then they smashed the jars and held the burning torches in their left hands. Everyone shouted, “Fight with your swords for the Lord and for Gideon!”

21 The enemy soldiers started yelling and tried to run away. Gideon’s troops stayed in their positions surrounding the camp 22 and blew their trumpets again. As they did, the Lord made the enemy soldiers pull out their swords and start fighting each other.

The enemy army tried to escape from the camp. They ran to Acacia Tree Town, toward Zeredah,[h] and as far as the edge of the land that belonged to the town of Abel-Meholah near Tabbath.[i]

23 Gideon sent word for more Israelite soldiers to come from the tribes of Naphtali, Asher, and both halves of Manasseh[j] to help fight the Midianites. 24 He also sent messengers to tell all the men who lived in the hill country of Ephraim, “Come and help us fight the Midianites! Put guards at every spring, stream, and well, as far as Beth-Barah before the Midianites can get to them. And guard the Jordan River.”

Troops from Ephraim did exactly what Gideon had asked, 25 and they even helped chase the Midianites on the east side of the Jordan River. These troops captured Raven and Wolf,[k] the two Midianite leaders. They killed Raven at a large rock that has come to be known as Raven Rock, and they killed Wolf near a wine-pit that has come to be called Wolf Wine-Pit.[l]

The men of Ephraim brought the heads of the two Midianite leaders to Gideon.

But the men were really upset with Gideon and complained, “When you went to war with Midian, you didn’t ask us to help! Why did you treat us like that?”

Gideon answered:

Don’t be upset! Even though you came later, you were able to do much more than I did. It’s just like the grape harvest: The grapes your tribe doesn’t even bother to pick are better than the best grapes my family can grow. Besides, God chose you to capture Raven and Wolf. I didn’t do a thing compared to you.

By the time Gideon had finished talking, the men of Ephraim had calmed down and were no longer angry at him.

Gideon Finishes Destroying the Midianite Army

After Gideon and his three hundred troops had chased the Midianites as far as the Jordan River, they were exhausted. The town of Succoth was nearby, so he went there and asked, “Please give my troops some food. They are worn out, but we have to keep chasing Zebah and Zalmunna, the two Midianite kings.”

The town leaders of Succoth answered, “Why should we feed your army? We don’t know if you really will defeat Zebah and Zalmunna.”

“Just wait!” Gideon said. “After the Lord helps me defeat them, I’m coming back here. I’ll make a whip out of thorns and rip the flesh from your bones.”

After leaving Succoth, Gideon went to Penuel and asked the leaders there for some food. But he got the same answer as he had gotten at Succoth. “I’ll come back safe and sound,” Gideon said, “but when I do, I’m going to tear down your tower!”[m]

10 Zebah and Zalmunna were in Karkor[n] with an army of fifteen thousand troops. They were all that was left of the army of the eastern nations, because one hundred twenty thousand of their warriors had been killed in the battle.

11 Gideon reached the enemy camp by going east along Nomad[o] Road past Nobah and Jogbehah. He made a surprise attack, 12 and the enemy panicked. Zebah and Zalmunna tried to escape, but Gideon chased and captured them.

13 After the battle, Gideon set out for home. As he was going through Heres Pass, 14 he caught a young man who lived in Succoth. Gideon asked him who the town officials of Succoth were, and the young man wrote down seventy-seven names.

15 Gideon went to the town officials and said, “Here are Zebah and Zalmunna. Remember how you made fun of me? You said, ‘We don’t know if you really will defeat those two Midianite kings. So why should we feed your worn-out army?’”

16 Gideon made a whip from thorn plants and used it to beat the town officials. 17 Afterwards he went to Penuel, where he tore down the tower and killed all the town officials[p] there.

18 Then Gideon said, “Zebah and Zalmunna, tell me about the men you killed at Tabor.”

“They were a lot like you,” the two kings answered. “They were dignified, almost like royalty.”

19 “They were my very own brothers!” Gideon said. “I swear by the living Lord that if you had let them live, I would let you live.”

20 Gideon turned to Jether, his oldest son. “Kill them!” Gideon said.

But Jether was young,[q] and he was too afraid to even pull out his sword.

21 “What’s the matter, Gideon?” Zebah and Zalmunna asked. “Do it yourself, if you’re not too much of a coward!”

Gideon jumped up and killed them both. Then he took the fancy gold ornaments from the necks of their camels.

The Israelites Ask Gideon To Be Their King

22 After the battle with the Midianites, the Israelites said, “Gideon, you rescued us! Now we want you to be our king. Then after your death, your son and then your grandson will rule.”

23 “No,” Gideon replied, “I won’t be your king, and my son won’t be king either. Only the Lord is your ruler. 24 But I will ask you to do one thing: Give me all the earrings you took from the enemy.”

The enemy soldiers had been Ishmaelites,[r] and they wore gold earrings.

25 The Israelite soldiers replied, “Of course we will give you the earrings.” Then they spread out a robe on the ground and tossed the earrings on it. 26 The total weight of this gold was over forty pounds. In addition, there was the gold from the camels' ornaments and from the beautiful jewelry worn by the Midianite kings. Gideon also took their purple robes.

27-29 Gideon returned to his home in Ophrah and had the gold made into a statue, which the Israelites soon started worshiping. They became unfaithful to God, and even Gideon and his family were trapped into worshiping the statue.[s]

The Midianites had been defeated so badly that they were no longer strong enough to attack Israel. And so Israel was at peace for the remaining forty years of Gideon’s life.

Gideon Dies

30 Gideon had many wives and seventy sons. 31 He even had a wife[t] who lived at Shechem.[u] They had a son, and Gideon named him Abimelech.

32 Gideon lived to be an old man. And when he died, he was buried in the family tomb in his hometown of Ophrah, which belonged to the Abiezer clan.

33 Soon after Gideon’s death, the Israelites turned their backs on God again. They set up idols of Baal and worshiped Baal Berith[v] as their god. 34 The Israelites forgot that the Lord was their God, and that he had rescued them from the enemies who lived around them. 35 Besides all that, the Israelites were unkind to Gideon’s family, even though Gideon had done so much for Israel.


  1. 7.1 Fear Spring: Or “Harod Spring.”
  2. 7.1 Moreh Hill: About 5 miles north of Fear Spring.
  3. 7.3 Mount Gilead: Usually “Gilead” refers to an area east of the Jordan River, but in this verse it refers to a place near Jezreel Valley west of the Jordan.
  4. 7.12 locusts: See the note at 6.4,5.
  5. 7.13 flat: Or “moldy.”
  6. 7.13 the headquarters tent: Or “a tent.”
  7. 7.19 a few hours after dark, just. . . duty: The Hebrew text has “at the beginning of the second watch, just. . . duty.” The night was divided into three periods called “watches,” each about four hours long, and different guards would come on duty at the beginning of each watch. The first watch began at sunset, so the beginning of the second watch would have been shortly after 10:00 (P.M.)
  8. 7.22 Zeredah: Some Hebrew manuscripts; most Hebrew manuscripts “Zererah” ; these may be different names for the town of Zarethan in the Jordan River valley.
  9. 7.22 Acacia Tree Town. . . Zeredah. . . Abel-Meholah near Tabbath: These were places east of the Jordan River.
  10. 7.23 both halves of Manasseh: Half of Manasseh lived east of the Jordan River, and the other half lived on the west.
  11. 7.25 Raven and Wolf: Or “Oreb and Zeeb.”
  12. 7.25 Raven Rock. . . Wolf Wine-Pit: Or “Oreb Rock. . . Zeeb Wine-Pit.”
  13. 8.9 tower: Towers were often part of a town wall.
  14. 8.10 Karkor: A little over 100 miles east of the Dead Sea.
  15. 8.11 Nomad: A person who lives in a tent and moves from place to place.
  16. 8.17 all. . . officials: Or “every man in town.”
  17. 8.20 young: Gideon wanted to insult the kings by having a young boy kill them.
  18. 8.24 Ishmaelites: According to Genesis 25.1,2,12, both Ishmaelites and Midianites were descendants of Abraham. It is possible that in this passage “Ishmaelites” has the meaning “nomadic traders,” while “Midianites” (verses 22,26-29) refers to their ethnic origin.
  19. 8.27-29 statue. . . statue: Or “sacred priestly vest. . . vest.”
  20. 8.31 wife: This translates a Hebrew word for a woman who was legally bound to a man, but without the full privileges of a wife.
  21. 8.31 who lived at Shechem: Sometimes marriages were arranged so that the wife lived with her parents, and the husband visited her from time to time.
  22. 8.33 Baal Berith: Or “Baal of the Agreement” or “the Lord of the Agreement.”