Parshat Noach5 min read

Shamchazai Repented Upside Down Between Heaven and Earth

Shamchazai and Azael descended to prove angels could master the earth. One hangs in repentance between the worlds; the other became a name in the desert.

Curated by Arthur · Told by Maggid ·
Table of Contents
  1. Two Angels Who Were Certain They Could Do Better
  2. What the Earth Did to Them
  3. The Position Shamchazai Chose
  4. Azael in the Desert

Two Angels Who Were Certain They Could Do Better

The generation before the Flood had filled the world with idolatry and violence. The angels Shamchazai and Azael stood before God and returned to the old verse from the Psalms: what is man, that You are mindful of him? They were not asking a philosophical question. They were pressing a case. Humanity had failed the trust given to it, and the angels wanted to say so out loud, and to say what they thought should follow from it.

God heard the complaint and answered with a warning. If you descend to earth and enter the body and the soil, the evil impulse will rule you too. Heaven is not virtue when nothing pulls at the flesh. Remove the pressure of desire and appetite and mortality, and even a stone could be righteous. The real test is what happens when you have a body that wants things and a world full of things to want.

The angels insisted anyway. We are stronger than that. Let us descend.

God said: go.

What the Earth Did to Them

Shamchazai came down and a young woman caught his attention. Her name was Istehar. He wanted her, and she looked at him with a clarity that stopped him cold. She asked what would happen to her if she gave him what he wanted. He said she could ask for anything in return.

She asked for God's true name. He gave it. She used it to ascend into heaven rather than remain with him, and God placed her among the stars, where she shines still. Shamchazai was left standing on the earth with nothing, having given away the most powerful thing he possessed for nothing, exactly as human beings had always been doing. The warning had been exact. He descended and the evil impulse found him before he had been on the ground an hour.

Azael went further. He taught the human women the arts of ornamentation and seduction. He taught what the earth held, the metals and the dyes, the ways to make a face into a different face. He gave human beings tools for desire that they had not had before, and they used every one of them. He did not turn back.

The Position Shamchazai Chose

When Shamchazai saw what he had become, he repented. Not a small repentance, not an apology made quietly while standing on solid ground. He hung himself between heaven and earth with his head pointing downward and his feet pointing up, and he has been hanging there ever since. He is in neither world. He could not go back to heaven having fallen, and he would not rest on the earth that had swallowed him. So he chose the space between, the permanent posture of a creature caught between what it was and what it became.

The midrash does not say God rejected him. It does not say he was condemned to this position. He chose it. A being with enough power to insist on descending despite God's explicit warning had enough will to choose the manner of his own ongoing punishment. He hangs between the worlds, upside down, as his own verdict on what he did.

Azael in the Desert

Azael did not repent. His name became the name of the Yom Kippur goat, the goat sent out to the wilderness carrying Israel's sins on its head. This is where the question the students of Rav Yosef had asked reaches its answer. What is Azazel? It is the name of the one who did not turn back. The goat does not go to God. The goat goes to Azael, carrying back what came from him in the first place.

The scapegoat is sent into the desert because the desert is where Azael's inheritance lies. The things the goat carries, the accumulated weight of human desire and transgression and the arts of making the body want more than it should, belong to the one who taught them. Sending the goat out is not a sacrifice to Azael. It is a return of borrowed goods.

One angel hangs upside down in the air above the earth, caught between his failure and his refusal to stop being the one who failed. The other waits in the desert for his goods to come back. Every year, on the Day of Atonement, Israel acknowledges both of them: the possibility of repentance that does not arrive in a clean place, and the reality of what happens to the desire that does not repent at all.

AngelsAzazelRepentanceYom KippurFloodWatchers
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From the tradition

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Otzar Midrashim, Shamchazai & AzaelOtzar Midrashim, Shamchazai & Azael

Shamchazai and Azazel

[Beit ha-Midrash, chamber 4, p. 127]

The students asked Rav Yosef, "What is Azazel?" He said to them: When the generation of the Flood arose and served idols, the Holy One, blessed be He, was grieved. Immediately the two angels Shamchazai and Azael stood and said before Him, "Master of the world, did we not say before You, when You created Your world, 'What is man, that You remember him?'" He said to them, "And what will become of the world?" They said to Him, "Master of the world, we would be sufficient for it." He said to them, "It is revealed and known before Me that if you lived on earth, the evil impulse would rule over you, and you would be harder than human beings." They said to Him, "Give us permission, and we will dwell with the creatures, and You will see how we sanctify Your name." He said to them, "Descend, and dwell with them." Immediately they were corrupted with the daughters of men, who were beautiful, and they could not master their impulse. Immediately Shamchazai saw one young woman whose name was Istehar. He set his eyes upon her and said, "Listen to me." She said to him, "I will not listen to you until you teach me the Explicit Name by which you ascend to the firmament at the hour when you mention it." He taught her that Name; she mentioned it, ascended to the firmament, and was not corrupted. The Holy One, blessed be He, said, "Since she separated herself from transgression, go and set her among these seven stars so that she will be remembered among them forever." She was fixed in Kimah. When Shamchazai and Azael saw this, they arose and took wives and fathered sons, Hewa and Hayya. Azael was appointed over kinds of dyes and over kinds of women's ornaments that entice human beings toward thoughts of transgression. Immediately Metatron sent a messenger to Shamchazai and said to him, "The Holy One, blessed be He, is about to destroy His world and bring a flood upon the world." Immediately he stood weeping and grieving over the world and over his sons: what would his sons do, and what would they eat, if the world were destroyed? For each one of them would eat one thousand camels, one thousand horses, and one thousand oxen. At night Hewa and Hayya both saw dreams. One of them saw a great stone spread over the earth like a table, and the earth was engraved and written line by line. An angel descended from the firmament with something like a knife in his hands and scraped away and erased all those lines, leaving only four words. The other saw a great orchard planted with every kind of excellent tree, and angels were in it with axes in their hands, cutting down all the trees and leaving only one tree with three branches. When they awoke, they rose in terror and came to their father. He said to them, "The Holy One, blessed be He, is about to bring a flood and will leave only Noah and his sons." When they heard this, they cried out and wept. He said to them, "Do not grieve, for your names will not disappear from among the creatures. Whenever people issue decrees, or raise stones or ships, they will mention your names, Hewa and Hayya." Immediately their minds were cooled. Shamchazai repented and hung himself between heaven and earth, his head downward and his feet upward, and he is still hanging in repentance between earth and heaven. Azael did not repent, and he still stands in his corruption, inciting human beings toward matters of transgression through women's dyes. Therefore Israel would offer sacrifices on the Day of Atonement: one ram to the Lord, to atone for the children of Israel, and one ram to Azazel, so that he would bear the sins of Israel. He is the Azazel of the Torah.

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Yalkut Shimoni on Torah 44:1Yalkut Shimoni on Torah

All that night Lot was begging mercy for the men of Sodom, and they were accepting it from his hand. But once they said, "Where are the men? Bring them out to us, that we may know them" (Genesis 19:5) for intercourse, immediately they said to him, "Whom else have you here?" (Genesis 19:12) [meaning] until now you had permission to plead in their defense; from here on you have no permission. The disciples of Rav Yosef asked him, "What is Azael?" He said to them: When the generation of the Flood arose and served idols, the Holy One, blessed be He, was grieved. At once two angels, Shemhazai and Azael, arose and said before Him, "Master of the universe, did we not say before You when You created Your world, 'What is man that You are mindful of him?' (Psalms 8:5)." He said to them, "And the world, what shall become of it?" They said, "Master of the universe, we would make do with it." He said to them, "It is revealed and known before Me that if you were dwelling on the earth, the evil inclination would rule over you and you would be harder than human beings." They said, "Give us permission and we will dwell among the creatures, and You will see how we sanctify Your Name." He said to them, "Go down and dwell among them."

At once they corrupted themselves with the daughters of men, who were beautiful, and they could not subdue their inclination. Shemhazai then saw a certain maiden whose name was Istehar. He set his eyes upon her and said, "Listen to me." She said to him, "I will not listen to you until you teach me the Ineffable Name by which you ascend to the firmament when you pronounce it." He taught her that Name; she pronounced it, ascended to the firmament, and was not corrupted. The Holy One, blessed be He, said, "Since she kept herself from the transgression, go and set her among these seven stars, so that you may be remembered for good through them," and she was fixed in the Pleiades. When Shemhazai and Azael saw this, they took wives and fathered sons, Hiwwa and Hiyya. And Azael was over the kinds of dyes and the kinds of women's ornaments that entice human beings to thoughts of transgression. At once Metatron sent a messenger to Shemhazai and said to him, "The Holy One, blessed be He, is about to destroy His world and bring a flood upon the world." Immediately he stood weeping and was distressed over the world and over his sons. What would his sons eat if the world were destroyed, for each one used to eat each day a thousand camels, a thousand horses, and a thousand oxen.

That night Hiwwa and Hiyya both saw dreams. One of them saw a great stone spread over the earth like a table, and the earth was engraved and written in rows upon rows; and an angel was descending from the firmament, and in his hand was a kind of knife, and he scraped and erased all those rows and left in it only four words. The other saw a great and excellent orchard planted with all kinds of trees, and angels were in it with axes in their hands, and they cut down all the trees and left in it only one tree of three branches. When they awoke they arose in alarm and came to their father. He said to them, "The Holy One, blessed be He, is about to bring a flood, and He will leave none but Noah and his sons." When they heard this they cried and wept. He said to them, "Do not be distressed, for your names will not perish from the creatures; for whenever men quarry stones or launch ships, they will mention your names, Hiwwa and Hiyya." At once their minds were eased. Shemhazai repented and suspended himself between heaven and earth, his head downward and his feet upward, and he still hangs in repentance. Azael did not repent and still stands in his corruption, enticing human beings to matters of transgression through the colored garments of women. Therefore Israel would offer sacrifices on the Day of Atonement, one ram to the LORD to atone for Israel, and one ram to Azazel to bear the iniquities of Israel; and this is the Azazel of the Torah.

Full source
Legends of the Jews 4:10Legends of the Jews

The familiar telling remembers angels as these purely good, ethereal beings. But what happens when angels, shall we say, misbehave?

The story of Azazel and Shemhazai is one of those tales. It all starts with a bit of divine disappointment. See, the generation of the Flood, the folks living before Noah and his ark, they weren’t exactly shining examples of righteous living. According to Legends of the Jews, they’d fallen headfirst into idolatry. This, understandably, caused God some serious grief.

They basically said, “We told you so!” They reminded God of their initial reservations about creating humans in the first place. Remember that verse in Psalms (8:5), "What is man, that Thou art mindful of him?" They were echoing that sentiment.

God's response is pretty insightful. He basically asks, "Okay, hotshots, what happens to the world without humans then?" And the angels, brimming with confidence (perhaps a little too much), volunteered themselves. "We'll take care of it!" they declared.

Now, God, being all-knowing and wise, wasn't entirely convinced. He knew the potential for things to go south. He warned them, "I know that if you go down there, the yetzer hara – the evil inclination – will get the better of you. You’ll end up even worse than the humans!"

But Shemhazai and Azazel were insistent. They pleaded with God, "Just give us a chance! Let us live among humans, and you'll see how we sanctify Your Name!"

And here's where things get interesting. God, perhaps seeing a sliver of potential or perhaps knowing that sometimes you have to let things play out to their natural conclusion, relented. "Alright," He said. "Descend and sojourn among men!"

What happens next? Well, let's just say it doesn't exactly go according to plan. This sets the stage for a whole host of further legends about the Watchers, their interactions with humanity, and the consequences that followed.

It makes you think, doesn't it? About the nature of good and evil, about free will, and about the inherent risks of even the most well-intentioned interventions. Sometimes, even angels can't resist temptation. And that, perhaps, is a lesson for us all.

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Legends of the Jews 4:11Legends of the Jews

The ancient tales whisper of such a secret, and of the angels who coveted earthly delights, with consequences that echo through the stars.

Angels, beings of pure light and spirit, descending to Earth and being utterly captivated by the beauty of human women. It's a story ripe with temptation, forbidden desires, and a touch of the divine gone astray. It’s a story told in Legends of the Jews.

Among these angels was Shemhazai, and he, like the others, found himself completely enamored with the daughters of men. But one maiden, named Istehar, particularly caught his eye. Her grace and beauty were unparalleled.

Shemhazai was smitten, utterly head-over-wings in love. He desired Istehar above all else. But Istehar, she was clever. She saw an opportunity. She knew the angels possessed secrets, powers beyond human comprehension, and she wanted a piece of that celestial pie.

She made Shemhazai a bargain, a deal with potentially eternal consequences. "I will surrender myself to you," she said, "but only if you first teach me the Ineffable Name." This Ineffable Name, the Shem Hameforash (שם המפורש), was the secret, the key to his power, the very word that allowed him to ascend to heaven.

He was blinded by his desire, and he agreed. He revealed the secret. He taught her the Ineffable Name.

But Istehar, she had no intention of fulfilling her promise. As soon as she knew the Shem Hameforash, she uttered the sacred words. And just like that, she ascended to heaven, leaving Shemhazai behind, bound by his foolish promise, and consumed by unfulfilled longing.

And what became of Istehar? God, witnessing her cleverness and her resistance to sin, declared, "Because she kept herself aloof from sin, we will place her among the seven stars, that men may never forget her." And so, she became part of the constellation of the Pleiades, forever shining in the night sky as a evidence of her wisdom and purity. A mortal woman, outsmarting an angel, and being rewarded with a place amongst the stars. It’s a powerful reminder that even in the face of overwhelming temptation, virtue and cunning can triumph. It makes you wonder, doesn’t it? What secrets do we hold within ourselves, and what celestial heights might we reach if we choose wisely?

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Leviticus 16:5-10Torah (Masoretic Text)

And from the congregation of the children of Israel he shall take two male goats for a sin offering, and one ram for a burnt offering.

And Aaron shall offer the bull of the sin offering which is his own, and make atonement for himself and for his household.

And he shall take the two goats and set them before the LORD at the entrance of the Tent of Meeting.

And Aaron shall place lots upon the two goats, one lot for the LORD and one lot for Azazel.

And Aaron shall offer the goat upon which the lot for the LORD came up, and make it a sin offering.

But the goat upon which the lot for Azazel came up shall be set alive before the LORD, to make atonement upon it, to send it away to Azazel into the wilderness.

Full source
Chronicles of Jerahmeel XXVChronicles of Jerahmeel (Gaster, 1899)

Two angels told God not to create humanity. When the generation of the flood proved them right, Shemhazai and Azael stood before God and reminded Him: "Did we not say, 'Do not create man'?" God answered with a challenge. "If you lived on earth, the evil inclination would sway you just as it sways humans. And you would be even more stubborn." The angels insisted. "Let us descend, and You will see how we sanctify Your name." According to the Chronicles of Jerahmeel, a 12th-century Hebrew chronicle translated by Moses Gaster in 1899, God let them go.

They failed immediately. The moment Shemhazai and Azael beheld the daughters of men, they could not restrain themselves. But one woman outsmarted them. A girl named Estirah refused Shemhazai unless he taught her the Ineffable Name of God. He did. She spoke the Name and ascended straight to heaven. God said, "Since she has departed from sin, set her among the stars." She became the brightest star in the Pleiades.

After that humiliation, both angels took wives and fathered children. Shemhazai's sons, Heyya and Aheyya, were giants, each consumed a thousand camels, a thousand horses, and a thousand oxen daily. Azael became chief over all cosmetics and ornaments used to entice men to sin. When God sent Metatron to warn Shemhazai that a flood was coming, Shemhazai wept for his children.

His sons dreamed prophetic dreams. One saw a great stone tablet covered in writing, and an angel descended to erase everything except one line with four words. The other saw a garden of trees, and an angel chopped them all down except one tree with three branches. Shemhazai interpreted both: the world would be destroyed, leaving only one man and his three sons. He comforted his children with a strange promise, their names would live forever, because whenever people lift heavy burdens, they groan "Heyya! Aheyya!" Shemhazai himself repented and hung suspended between heaven and earth, head downward, too ashamed to face God. Azael never repented. He became the Azazel of the Day of Atonement, the one onto whom Israel's sins were cast.

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Jubilees 4:15, 5:1-3, 5:5-7Book of Jubilees

It involves Watchers, forbidden knowledge, and a whole lot of trouble.

This isn't just a story of two rogue angels, Shemhazai and Azazel. According to some accounts, like the one we find in the Book of Enoch, Shemhazai was actually the leader of a whole crew, a posse if you will, of two hundred angels known as the Watchers. These weren’t just any angels,. They were a high order, beings who never even needed to sleep! Imagine the kind of heavenly secrets they held.

The story goes that these Watchers descended to the summit of Mount Hermon. There, they made a solemn oath, binding themselves together in their mission, whatever that was about to become. But something went wrong. Terribly wrong. As the angels fell from their holy state, they were diminished, lessened in both stature and strength. Their very essence changed; their fiery, ethereal forms became flesh, making them susceptible to earthly temptations.

At first, it seems, they had good intentions. The Watchers initially aimed to instruct humanity in the ways of righteousness. But then, they saw the daughters of men. And, well, things took a turn. Lust took hold, and they chose wives from among these women. The result of these unions? Giants. Literal giants roamed the earth, born of angel and human.

But the transgressions didn't stop there. Each of these angels, not just Shemhazai and Azazel, began to reveal secrets of heaven. They taught humanity charms and enchantments, incantations, and the knowledge of how to cut roots for magical purposes. They divulged the secrets of astrology and how to read signs. As we find in the Book of Jubilees (5:1-13) and 1 Enoch (6-14), the world was changing, and not for the better.

They even taught men the art of working metal to make weapons, and, perhaps even more destructively, they taught women how to make themselves desirable to men. It was a complete and utter breakdown of the natural order. And these angels, they sinned with anyone they desired – men, women, beasts, it didn't matter. As a result, everything on earth became corrupted.

Think of it as a kind of ancient, celestial version of the story of Prometheus, who stole fire from the gods. This legend of the Watchers is, in many ways, the primary Promethean myth in Judaism. The angels weren't just divulging dark secrets of heaven; they were revealing secrets of the natural universe, things that God, for whatever reason, had never intended for humans to know!

The situation became so dire that God had to intervene. He ordered these Watchers to be rooted out and bound in chains in the depths of the earth. According to the story, the archangels Uriel and Raphael went to God and reported the sins of the fallen ones. Then, God gave his orders: Raphael was instructed to bind Azazel hand and foot and cast him into a canyon in the desert of Dudael, covering him with darkness until the Day of Judgment, when he would be cast into the fire. And Michael was told to bind Shemhazai and his associates, holding them fast for seventy generations in the valleys of the earth until the Day of Judgment, when they would be led to the fiery abyss and tormented forever.

Now, there are different versions of this tale. Some say that Shemhazai and Azazel alone assumed human form when they descended, with the other Watchers taking the form of he-goats as their mounts. But regardless, the end result is the same: they were all cast into an abyss, where they remain imprisoned until the end of time.

What about the women who went astray with these Watchers? 1 Enoch (19:2) offers a chilling detail: they were transformed into sirens. It's a rare reference in a Jewish text to the sirens of ancient storytelling, those alluring, dangerous creatures of the sea.

This whole episode, according to 1 Enoch (6:6), is said to have taken place in the days of Jared, the father of Enoch. So, this myth of the Watchers is set in the generation just before Enoch, making it an integral part of his own story.

This story, with its themes of forbidden knowledge, lust, and divine punishment, continues to resonate. It makes you wonder about the nature of free will, the dangers of unchecked curiosity, and the price we pay for seeking knowledge that might be beyond our capacity to handle. What do you think? Are there some things humanity is better off not knowing?

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Legends of the Jews 4:14Legends of the Jews

Legends of the Jews turns to Hiwwa's Vision.

Shemhazai wasn't just any angel gone rogue. He was a pretty big deal, and his kids, well, they had some serious prophetic dreams, as we read in Legends of the Jews (Ginzberg).

Hiwwa dreams of a massive stone, so big it covers the entire Earth. This stone isn't blank; it's covered in writing, lines upon lines of it. Then, an angel appears. But this isn't a comforting angel. This one has a knife and starts obliterating all that writing, leaving only four letters behind. What could those letters possibly mean? The weight of that dream alone… you can almost feel it. Hiyya’s dream is equally unsettling. He sees a beautiful, lush pleasure grove, filled with every kind of tree imaginable. It’s paradise. But then, the scene turns dark. Angels arrive with axes, and they begin chopping down all the trees. All except one, a single tree that’s left standing with only three branches. What a stark image of destruction and loss!

These aren't your run-of-the-mill bad dreams. These are visions, heavy with symbolism.

When Hiwwa and Hiyya wake up, terrified, they rush to their father, Shemhazai, for answers. "Dad, what does it all mean?" Can you imagine the fear in their voices?

Shemhazai, with his forbidden wisdom, delivers a chilling interpretation: "God will bring a deluge, and none will escape with his life, excepting only Noah and his sons." Boom. The end of the world. Can you imagine the horror?

The two brothers break down, crying and screaming. Their world is literally about to end! But Shemhazai, despite his own impending doom, tries to comfort them. "Soft, soft! Do not grieve," he says. "As often as men cut or haul stones, or launch vessels, they shall invoke your names, Hiwwa! Hiyya!"

Wait, what? So, even in the face of global annihilation, there's a promise of remembrance, a strange kind of immortality. Every time someone builds, every time someone sails, they'll unknowingly speak the names of Shemhazai's sons.

This prophecy soothes them, at least a little. It's a bittersweet comfort, isn't it? The world might end, but their names will live on. It's a fascinating detail, this idea that even beings associated with darkness and destruction can find a place in the collective human memory. What does it say about us, that we remember even those who brought about catastrophe?

It makes you wonder, doesn't it? What kind of legacy are we building? What stories will be told about us long after we're gone? And who will remember our names?

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