Parshat Noach6 min read

The Watchers Fell and the Giants Drowned in the Flood

A girl named Istehar asked Shemhazai for the Name that lifts a body into heaven. She spoke it and never came back down to him.

Curated by Arthur · Told by Maggid ·
Table of Contents
  1. Two Angels Asked to Take Over the World
  2. Istehar Took the Name and Left
  3. The Giants Ate Until the Earth Failed
  4. The Sons Dreamed of a Knife and an Axe
  5. Shemhazai Hung Between Heaven and Earth

Two angels stood before God and asked to take the world away from men. The generation of Enosh had gone after idols. The generation that would drown had already begun to go astray. God was grieved that He had made man. Shemhazai and Azazel reminded Him of their old objection. "What is man, that Thou shouldst remember him?"

The Watchers Fell and the Giants Drowned in the Flood Click for full size

"Then what shall become of the world?" God said.

"We will occupy ourselves with it."

Two Angels Asked to Take Over the World

God told them what they did not want to hear. If they lived on the earth, the evil inclination would sway them as it sways the sons of men, and they would be more stubborn than the people they judged. They asked for sanction anyway. "Let us descend among the creatures, and then Thou shalt see how we shall sanctify Thy name."

"Descend," God said, "and dwell ye among them." He let the inclination sway them as soon as their feet touched the ground.

They had been Watchers, set over the children of men. In the days when women were born across the earth, they looked and found the daughters of men beautiful, and they took wives from all they chose. The line between teacher and trespasser lasted about as long as that look.

Istehar Took the Name and Left

Shemhazai saw a girl named Istehar. "Listen to my request," he said. She would not, not until he taught her the Name by which he rose to heaven. He taught her. She spoke the Name, and her body left the ground. She did not come back down to him.

God said, "Since she has departed from sin, go and set her among the stars." She shines in the seven stars of the Pleiades, so that men would not forget the girl who used an angel's password to get away from him.

Shemhazai and Azazel were not stopped. They took wives. Shemhazai begat Heyya and Aheyya. Azazel took charge of dyes and ornaments, the arts by which women entice men. The children of those marriages were giants, too large for the world that received them. Violence filled the earth. All flesh corrupted its way, from man to beast to bird.

The Giants Ate Until the Earth Failed

Heyya and Aheyya ate a thousand camels a day, and a thousand horses, and a thousand oxen. The fields could not keep up. The giants ate the crop, then the animals, then each other. No boundary held. The blood they spilled cried up from the ground.

God sent Metatron to Shemhazai with a message. The world would be destroyed. A flood was coming. Shemhazai raised his voice and wept, not first for the Name he had given away, but for his sons. "How shall my children live, and what shall they eat, if the world is destroyed? Each one of them eats a thousand camels, a thousand horses, and a thousand oxen daily."

The hunger that had broken the earth was now the thing he could not save.

The Sons Dreamed of a Knife and an Axe

One night Heyya dreamed a great stone spread over the earth like a table, covered with writing. An angel came down with a knife and scraped the lines away until one line was left, with four words on it. Aheyya dreamed a garden. An angel came down with an axe and cut the trees until one tree remained, with three branches.

They woke confused and went to their father. He did not soften it. God was about to bring a flood. One man would be left, and three sons. The four words. The three branches. They cried and asked what would become of their names. Shemhazai told them not to trouble themselves. Whenever men lift a heavy stone, or a ship, or any load that makes the body fail, they will sigh and call Heyya and Aheyya. The names would last as a grunt under weight. The sons were quieted.

Four archangels took the rest of the work. Uriel went to Noah to tell him the earth would be destroyed and to teach him how to live. Gabriel drove the giant sons into deadly fights with one another. Michael bound the Watchers under the hills for seventy generations. Raphael was sent for Azazel.

Shemhazai Hung Between Heaven and Earth

Shemhazai repented. He suspended himself between heaven and earth, head downward, because he dared not appear before God. He still hangs there, in the gap he chose when he asked to come down.

Azazel did not repent. Raphael put him in chains, cast him into a pit of sharp stones in the desert Dudael, and covered him with darkness, to stay until the day of judgment. He remains appointed over the dyes that pull a person toward sin. On the Day of Atonement Israel would later cast one lot for the Lord and one lot for Azazel, so that he might bear a burden he had taught the world to make.

The water came. The giants drowned. Their hunger did not. Their spirits stayed bound to the earth without bodies, still looking for a mouth. Shemhazai hangs. Azazel sits in the dark. Noah's three branches are the only trees left from the dream.

WatchersNephilimGiantsFloodAzazelShemhazaiOgJubileesJudgment
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From the tradition

Sources

5 sources

The texts behind this telling. Some cards carry a translation of the source; others are our own retelling of it, and each card says which. Every card links out to the original.

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

Translation of the source text.Wikisource 2019 · Public Domain

And it came to pass when the children of men began to multiply on the face of the earth and daughters were born unto them,

that the angels of God saw them on a certain year of this jubilee, that they were beautiful to look upon; and they took themselves wives of all whom they chose, and they bare unto them sons and they were giants.

And lawlessness increased on the earth and all flesh corrupted its way, alike men and cattle and beasts and birds and everything that walketh on the earth

Full source
Targum Pseudo-Jonathan on Genesis 6:4Targum Pseudo-Jonathan on Genesis

Retold in our words. Read the original at the link below.The Targum of Jonathan ben Uzziel, trans. J. W. Etheridge, London, 1862 · Public Domain

The enigmatic "Nephilim" of (Genesis 6:4) get names in Targum Pseudo-Jonathan. "Schamchazai and Uzziel, who fell from heaven, were on the earth in those days."

These are the Watchers, the angels who descended to earth in the ancient Jewish tradition preserved in 1 Enoch (3rd-2nd centuries BCE) and the Book of Jubilees. Shamchazai (sometimes Shemhazai) and Uzziel (or Azazel) led a band of angels who left heaven, took human wives, and fathered giants. The Targumist condenses this entire mythic tradition into a single verse.

What "fell from heaven" means in Jewish thought

It is crucial to understand this in Jewish terms, not in any other. These Watchers did not rebel against God the way late antique traditions imagine. They descended, left their post, crossed a boundary they should not have crossed, but they were not at war with the Creator. They were angels who lost their discipline. The Nephilim are their children, the fallen giants.

"After the sons of the Great had gone in with the daughters of men, they bare to them: and these are they who are called men who are of the world, men of names."

"Men of names", anshei ha-shem, the legendary heroes of the ancient world. The Targumist preserves the ambiguity. These were celebrated figures. Great men, mighty men. But their greatness came from a union that should never have happened. Their fame is real; their origin is corrupt. The Flood will wash them away.

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

Retold in our words. Read the original at the link below.The Chronicles of Jerahmeel, trans. Moses Gaster (1899) · Public Domain

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.

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

Retold in our words. Read the original at the link below.The Legends of the Jews by Louis Ginzberg (1909) · Public Domain

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.

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.

Full source
Legends of the Jews, IV. Noah, The Punishment Of The Fallen AngelsLegends of the Jews

Retold in our words. Read the original at the link below.Project Gutenberg eBook #1493, The Legends of the Jews, Volume 1 · Public Domain

The familiar telling remembers the wickedness of humankind, but some fascinating stories lurk beneath the surface, involving Watchers, giants, and divine justice.

In Legends of the Jews, as Noah grew into a righteous man following the path of his grandfather Methuselah, the rest of humanity spiraled into depravity. But here's the twist: the primary culprits were the Watchers and their monstrous offspring, the giants. The earth itself cried out because of the blood spilled by these giants, and the four archangels brought accusations before God.

What followed were divine judgments, each carefully tailored. Uriel was dispatched to warn Noah about the impending flood and to instruct him on building the ark. Raphael received the grim task of binding Azazel, one of the Watchers, and casting him into a desolate pit in the desert of Dudael, a place of sharp stones and darkness. There Azazel would remain until the final judgment, when he would be cast into the fiery pit of hell. The purpose? To heal the earth from the corruption he had brought upon it.

Then there was Gabriel, tasked with dealing with the offspring of these unholy unions, the bastards and reprobates. His mission? To incite deadly conflicts among them, a grim solution to a monstrous problem.

And what of Shemhazai and his brood? Michael was charged with their punishment. First, he forced Shemhazai to witness the bloody demise of his own children as they battled each other. Then, he bound Shemhazai himself and pinned him under the earth for seventy generations, after which he too would face the fiery pit.

But why this harsh punishment? The story takes us back to the beginning of this downfall. When idolatry took hold, Shemhazai and Azazel challenged God, echoing a sentiment from creation: "What is man, that Thou art mindful of him?" God, knowing their own potential for corruption, initially refused their request to dwell among humans. But the angels persisted, promising to sanctify God's name. God relented, saying, "Descend and sojourn among men!"

As we find in Midrash Rabbah, upon arriving on Earth, the angels were captivated by the beauty of human women. Shemhazai fell for a maiden named Istehar. She agreed to be with him only if he revealed the Shem HaMeforash (the Ineffable Name), the secret by which he ascended to heaven. He foolishly agreed. But Istehar, true to her word but not to him, used the Name to ascend to heaven herself, refusing to fulfill her promise. As a reward for her virtue, God placed her among the stars as the constellation Pleiades.

Undeterred, Shemhazai and Azazel continued their relationships with human women. Azazel, in particular, began teaching women the arts of seduction – finery and ornaments designed to allure men. It was then that God sent Metatron to Shemhazai to announce the impending destruction of the world.

The Watcher wept, grieving for the fate of the world and his two sons, Hiwwa and Hiyya, who consumed vast quantities of food daily. These sons had prophetic dreams foretelling the flood, which Shemhazai interpreted, revealing that only Noah and his sons would survive. Though the sons despaired, Shemhazai consoled them with a prophecy of their own future fame.

As for Shemhazai himself, he repented, suspending himself between heaven and earth in a perpetual state of penance. But Azazel remained defiant, continuing to lead humanity astray. As a result, on Yom Kippur (the Day of Atonement), two goats were sacrificed: one to God, for the sins of Israel, and the other to Azazel, to symbolically bear those sins away.

And then there's Naamah, the sister of Tubal-cain, who, unlike Istehar, used her beauty to corrupt the angels. Her union with Shamdon produced the demon Asmodeus. This reflects the broader depravity of the Cainite lineage, who, according to legend, walked naked and engaged in all manner of lewdness.

The angels, upon descending to earth and rebelling against God, lost their celestial qualities and took on physical bodies, making unions with human women possible. The offspring of these unions were the giants, known by many names: the Emim, the Rephaim, the Gibborim, the Zamzummim, the Anakim, the Ivvim, and finally, the Nephilim. Each name reflects a different aspect of their terrifying nature – their strength, their size, their skill in war, and their ultimate downfall, as the name Nephilim implies, bringing the world to its fall, and falling themselves.

So, what does this all mean? This story, drawn from Legends of the Jews and other Midrashic (rabbinic interpretive commentary) sources, offers a complex explanation for the wickedness that led to the Flood. It's not just about human sin; it's about the corruption of the divine, the seductive power of earthly desires, and the consequences of defying God's will. It paints a vivid picture of a world in chaos, where the lines between heaven and earth are blurred, and the consequences are catastrophic.

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