Shemos Chapter 17 – Transcript

Table of Contents

📋 Shiur Overview

Shemot Chapter 17: Water at Refidim and War with Amalek

The shiur examines two central narratives in Shemot 17: the water crisis at Refidim (known as Massa U’Merivah) and the war with Amalek. These stories are contextualized within the broader midbar (desert) sequence, which addresses three recurring themes: physical needs (particularly water), complaints and lack of trust in Hashem, and military challenges during the journey from Mitzrayim to Eretz Yisrael.

The Massa U’Merivah episode highlights the people’s complaint pattern using three key verbs: vayarev (they fought), nisayon (they tested), and telunah (they complained). When the people demand water and challenge Moshe’s leadership with “למה זה העליתנו ממצרים” (why did you take us out of Egypt?), Moshe fears for his life, crying out “מה אעשה לעם הזה עוד מעט וסקלוני” (what shall I do with this people? A little more and they will stone me). Hashem’s response instructs Moshe to demonstrate leadership by passing before the people (עבור לפני העם), taking the elders and his staff from the makot, and striking the rock at Chorev where Hashem will stand before him.

The fundamental issue underlying these complaints is revealed in the concluding pasuk: the people’s doubt expressed as “היש ה’ בקרבנו אם אין” (Is Hashem among us or not?). This questioning of Hashem’s presence represents the core problem throughout the midbar narratives – not the legitimate need for water, but the lack of emunah (faith) and the testing of divine providence. The juxtaposition with the Amalek story reinforces the military dimension of the desert journey, establishing a paradigm for future battles under Moshe and Yehoshua’s leadership.


📝 Full Transcript

Shemot Chapter 17: Water at Refidim and the War with Amalek

Introduction to the Chapter

Shemot Chapter 17 is considerably shorter than yesterday’s chapter and consists of two main stories: the story of the water at Refidim (also known as the story of Massa and Merivah), which has a corresponding story in Parshat Chukat in Sefer Bamidbar, and the story of the war with Amalek.

Context: The Three Major Issues of the Midbar Sequence

To understand these stories, we need to place them in the context of the midbar sequence within Sefer Shemot. The midbar sequence consistently deals with two or three major issues:

First: Food and Water

The primary concern is water, specifically, because food is probably easier to put together and save. If they have animals, they can eat them. But water is literally the thing that the desert is known for not having. If you’re in the desert, you obviously don’t always have water.

Second: Complaints and Testing

This relates to our discussion from yesterday about complaints—what’s framed here as not having trust, as testing Hashem, testing Moshe. The complaints are about the water, but it seems to be a separate issue. As I said, it probably would have been legitimate to ask for water, but the kind of complaining, the attitude that we see here, is seen as a problem.

Third: Military Challenges

This may not necessarily be a problem of the midbar itself, but it’s a problem if you think of the story of the midbar in a broader sense—which is really the military march from Mitzrayim to Canaan. That’s the story of the midbar, taking it most broadly. Mitzrayim is a kind of war. They went out of Mitzrayim, they had Kriyat Yam Suf, which is a kind of battle, and then going to Eretz Yisrael will be a war with the Canaanites. Of course, there might be some people in between.

There are obviously some tribes who have dominion, some control over the desert. It’s not like they went into no man’s land—although in some sense the desert might have been some kind of no man’s land. But as we see throughout the stories, especially later when we get to the other side of the desert (closer to Eretz Canaan), we get into all kinds of fights with Midian, with Moav, and so on.

Amalek seems to belong to that part of things. Whether Amalek is a tribe that was part of the desert closer to Mitzrayim—as is the impression you might get from this story, from where it’s placed—or really Amalek is a tribe that was in the desert closer to Eretz Canaan—which is the impression you’ll probably get from stories of Amalek showing up later in Tanakh when the Jews were already in Eretz Yisrael—or maybe it’s a kind of nomad Bedouin tribe who travels around. Perhaps they have some kind of control over the desert but are also a raiding tribe who raids sometimes into where people live.

However you see that, it belongs to that aspect of the difficulty of going into the midbar—specifically the difficulty where they have to conquer or survive in a war sense. This is important because, as we’ll see, this is the first story of an explicit war that Moshe and Yehoshua have. This is probably a paradigm for all the wars that Yehoshua especially, but also Moshe in the stories of Sefer Bamidbar, will lead with other nations or tribes.

The Story of Refidim: Water from the Rock

The Journey to Refidim

The story starts with the formula of vayisu vayachanu—”and they journeyed and they camped.” This is a formula that we have in its most formulaic expression in the famous list of 41 or 42 journeys (masaot) in Parshat Masai. Here we have something of it, and all along these stories of the midbar there are these signposts, these pesukim that give you where they went from and where they went to, literally in the same language: vayisu vayachanu.

Of course, here there are some more words, and there’s probably meaning in why there are more words. In any case, they’ve gone from Midbar Sin, where the previous stories happened, to Refidim, which is where they are now.

The pasuk adds two things here:

First: Kol adat Bnei Yisrael—”the entire congregation of the Children of Israel.” There’s probably meaning in what this means. Adat Bnei Yisrael versus when it just says vayisu, or when it just says Yisrael, or kol adat—these are specific terms that have some meaning, but I can’t get into this now.

Second: L’maseihem al pi Hashem—”according to their journeys by the word of Hashem.” This is something that we have the long version of also in Parshat Beha’alotcha, where there are five pesukim that describe how they went al pi Hashem—what that means, whether it was with the anan (the cloud) that led them, or whether through some kind of prophecy, some kind of thing that Aharon and Moshe showed them, and so on.

That’s an important emphasis here, and it seems to be important because—you’ll remember that the framing of these complaints, the framing that Moshe gives to all the complaints, is that they are not al pi Hashem. You don’t believe that Hashem is here. So the pasuk specifically here says that it is al pi Hashem. It’s not Moshe himself deciding to travel around. It’s al pi Hashem.

The Fight: Massa and Merivah

We start with the fight. It’s important to have the language. There are two words, and later we’ll see that the place is called, at the end of the story—like many stories we’ve discussed finish with the name of a place—Massa U’Merivah.

These are the two words which we hear all along the stories of the desert:

Merivah means literally a fight or an argument. The first thing it says is vayarev ha’am im Moshe—”the people fought with Moshe.” They said, “Give us water.” And Moshe answers to this, “Why are you fighting with me?” This is the second verb. That’s why the place is called Merivah—they’re fighting.

U’Massa—they’re testing. However exactly we’ll translate the word nisayon (test).

Then we really have a third verb, which isn’t in the name: telunah—complaining.

The Complaint

So they’re thirsty. First we have a little story where they fight and Moshe answers them. They’re thirsty and they complain against Moshe, and they say this complaint that we have repeating in all these stories: “Lamah zeh he’elitanu miMitzrayim”—”Why did you take us out of Egypt just to kill me, my children, and my animals in thirst?”

So that’s the fight, that’s the massa u’merivah.

Moshe’s Cry to Hashem

Then what does Moshe do? As he does more explicitly two stories ago, and here again explicitly, he goes to Hashem. As I explained, he complains to Hashem. And he says, and here’s a new kind of complaint: “Mah e’eseh la’am hazeh? Od me’at u’sekaluni”—”What should I do with these people? A little more and they will stone me.”

This is Moshe already fearing for his leadership. They’re really challenging his right to be the leader. They’re saying, “Why did you take us out of Egypt?” And Moshe seems to have gotten scared. We know that sekilah (stoning) is a kind of mob justice that we find several times in Tanakh. That’s what happens when the people sort of mutiny against their leader—they might stone him. And he seems to think that this is really what’s going to happen.

Really, Moshe, when he goes back to Hashem, is saying: I believe that it’s You that sent me here, but look, You put me in danger and You’re not actually providing water. What should I do?

Hashem’s Response

Therefore, Hashem answers not only the people but also Moshe. Of course, this has to do with the second version or second occurrence of this story, where it’s explicitly said to be a sin of Moshe also for not having enough trust. But I think that even over here we could see that there’s something where Moshe himself becomes part of the complaint, becomes part of the fight. Because vayitzak Moshe el Hashem always means it includes some kind of complaint that he has against Hashem, where he’s saying something like: Why did you send me to these stiff-necked people? What should I do with them?

Therefore, Hashem answers not only to Moshe to answer the people, but He also answers Moshe what to do:

“Avor lifnei ha’am”—”Pass by in front of the people.” This is military language. In other words, you’re the leader, so you have to pass by in front of them. You know how to lead them. I’m telling you how to lead them.

“V’kach itcha mizikneי Yisrael”—”Take along from the elders of Israel.” We find that throughout these stories there are these elders, the tribal elders, who are really the leaders of the people. They’re the ones who the main leader, like Moshe, has to really convince that he’s the leader. Take them along, like we had in the story of Pharaoh—you took them along.

“U’matcha asher hikita bo et haYe’or kach b’yadcha v’halachta”—”And take along the stick with which you have hit the water in Egypt.” Remember the story of the makot? This is really the stick that he received at the Sneh, the first time—Moshe’s magic staff. Take it along and you will go.

“Hineni omed l’fanecha sham al hatzur b’Chorev”—”I will be there for you in front. I will be standing in front of you on the rock in Chorev.” Chorev obviously is in Refidim or next to Refidim.

“V’hikita vatzur v’yatzu mimenu mayim v’shatah ha’am”—”You will hit the rock and water will come out and the people will drink.”

So this is basically Hashem telling Moshe, in a very similar way to how we had in Mitzrayim: Moshe complains to Hashem, “Why did you send me?” and Hashem gives him the stick and gives him the power to create some kind of miracles to provide to the people. And He says, “You will go and I will be there for you”—meaning to say, I will help you, or maybe I’m showing you that I’m there, maybe the people will see that I’m there in some sense. And you will get them water out of the rock.

And that’s what he does. The elders see, and he succeeds.

The Meaning of the Test

That’s the end of the story. We only end with a postscript note which says that the place was called Massa U’Merivah because of the riv (fight) and the massa (test). And the pasuk here finally says—this is I think the most explicit pasuk to explain what this test was, or what this riv was, why we call this testing Hashem or not trusting Hashem—because they said, they were doubting, they were saying: “Ha’yesh Hashem b’kirbenu im ayin?”—”Is Hashem with us? Is He between us? Is He with us, or is He not?”

And this is the thing that bothers Hashem the most. This is what the pasuk is bothered by in all these stories of nisyonot (tests). This is what the testing consists of.

The War with Amalek

Okay, so that’s enough for this story. Now, the second story is again the second story that happened in Refidim – Amalek. Of course it doesn’t say who Amalek is. We do remember that Amalek was one of the grandchildren, one of the Alufim of Eisav in Parshas Vayishlach. So it was mentioned, it was actually even mentioned before then, Parshas Lech Lecha, by the war, it says. So maybe there were even some tribe called Amalek even before, who Eisav connected to or something. But in any case, there’s Amalek, and he fights with them, he creates war with them in Refidim. **וַיָּבֹא עֲמָלֵק וַיִּלָּחֶם עִם־יִשְׂרָאֵל בִּרְפִידִם** – so they’re threatened. This is the first time after Yetzias Mitzrayim, and we could say between Yetzias Mitzrayim and Eretz Canaan, where someone starts a war against them. Of course they in some sense started a war against Pharaoh and went out, but here Amalek fights with them.

And here we don’t have Hashem talking to Moshe at the start of the story at all, only after the story. And we have to – something that I think people don’t usually realize in the story of Amalek, but it seems to me to be obvious – which is that this was a kind of failure. So just like there’s the failure of Moshe, at least in the beginning of all the stories of the water, he’s not providing water for the people, he’s not providing food for them and so on, and he succeeds – here there’s obviously a failure. They were not supposed to be attacked. Amalek attacked them. And also it seems like it wasn’t simple to overcome this attack. He didn’t even entirely win. He weakened Amalek somehow as he says, but he did not win, he didn’t conquer Amalek. Amalek is still a threat. So this is probably the first and in some sense the last major challenge that Moshe had which he did not accomplish. And he gets a promise at the end of the story that it will be accomplished in the end. And this is the big story of Amalek.

Moshe’s Response to the Attack

So let me go in order and start here. So instead of Moshe going to Hashem, Moshe seems to know what to do. It seems like in cases of war and these kind of things, Moshe already was used to. He knew how to act relative to war. It’s not something that he goes to complain. It’s not something that people are complaining about what he’s doing. **וַיֹּאמֶר מֹשֶׁה אֶל־יְהוֹשֻׁעַ** – he tells Yehoshua. And this is the first time Yehoshua is mentioned. So also interesting, he gets an introduction. This is his introduction. Of course, he has some kind of introductions later. This is Yehoshua’s introduction. This is what we know what Yehoshua was. He was Moshe’s general.

And Moshe tells Yehoshua, **בְּחַר־לָנוּ אֲנָשִׁים** – choose for us people. This is an interesting language. Bechor lanu anashim. We have pirpari rechev bachur, chosen charioteers or chosen chariots. So obviously choosing means find people suitable for this battle. So people strong enough and capable enough to fight. **וְצֵא הִלָּחֵם בַּעֲמָלֵק** – and go fight with Amalek. **מָחָר אָנֹכִי נִצָּב עַל־רֹאשׁ הַגִּבְעָה וּמַטֵּה הָאֱלֹהִים בְּיָדִי** – tomorrow I will stand on the head of the Giv’ah, the hill. This hill might be also itself the Tzur B’Chorev, which he was before, so there’s like hills around here or mountains. And I will stand there with the Mateh HaElokim. So in some sense it seems like Moshe already knows what to do. So before he didn’t know what to do and Hashem told him, go with your stick to the mountain or to the Tzur. And here he already knows, this is what I’m doing, this is how I do my things. I take the stick and I go on the Tzur and I will be helping you from there. But it’s Yehoshua’s job to actually do the actual fighting. So similar to how like Moshe did just the stick things in the Makos and then Hashem did the actual Makos, here Yehoshua is doing the actual fighting, and Moshe, his job is just to stand there with a stick.

The Battle

**וַיַּעַשׂ יְהוֹשֻׁעַ כַּאֲשֶׁר אָמַר־לוֹ מֹשֶׁה לְהִלָּחֵם בַּעֲמָלֵק** – and Yehoshua follows him, he follows his command, he does as Moshe said. **וּמֹשֶׁה אַהֲרֹן וְחוּר עָלוּ רֹאשׁ הַגִּבְעָה** – and Moshe, and now we have two more people, Aharon, which you already know, and Chur, another person, which is not introduced here, we might find out later who he is, goes up to this head of the hill, of the Giv’ah.

And the pasuk describes a very interesting result. So basically, we assume that tomorrow morning, they counterattack. Yehoshua counterattacks Amalek. And Moshe sort of orchestrates the battle from his position on the top of the hill or the mountain. **וְהָיָה כַּאֲשֶׁר יָרִים מֹשֶׁה יָדוֹ וְגָבַר יִשְׂרָאֵל וְכַאֲשֶׁר יָנִיחַ יָדוֹ וְגָבַר עֲמָלֵק** – as he raises his hand, Yisrael wins. As he puts down his hand, Amalek wins. And this seems to be a problem. Because, of course, you would expect the story of Tanach is that Hashem helped the Yidden, and Yisrael always won. But they didn’t always win. In some sense, they won. Sometimes, there was a hard battle. And besides for it being hard, of course, Yehoshua was having a hard time. He wasn’t entirely managing to win the battle with Amalek.

Moshe was also having a hard time, because it seems to me it’s hard to hold up your hands and do whatever it is that he had to do, which caused the battle to be won by them. **וִידֵי מֹשֶׁה כְּבֵדִים** – and his hands are heavy. Maybe we’re supposed to understand that he’s older already here. I mean, this is right after Yetzias Mitzrayim. He’s not really older than then, but he’s having a hardship for some reason. So therefore they take – so he can’t stand, he can’t even stand – so they, meaning Aharon and Chur, **וַיִּקְחוּ־אֶבֶן וַיָּשִׂימוּ תַחְתָּיו וַיֵּשֶׁב עָלֶיהָ** – take an even, put it under him. Interesting, we had a Tzur and an Even now, also the Tzur seems to be doing something here. He sits on it. And besides from sitting down, so he can’t really stand, he sits. **וְאַהֲרֹן וְחוּר תָּמְכוּ בְיָדָיו מִזֶּה אֶחָד וּמִזֶּה אֶחָד** – Aharon and Chur are holding up his hands, each on one side. So we imagine Aharon on one side and Chur on the other side. **וַיְהִי יָדָיו אֱמוּנָה עַד־בֹּא הַשָּׁמֶשׁ** – and he holds up his hands steadfast, Emunah, until the evening, until the sun sets. So he manages to sort of keep his hands up, which is what keeps the Yisrael side from winning the war, winning the battle, all the way throughout until the evening, which is when battles naturally end.

The Outcome

And we have the result of the battle is **וַיַּחֲלֹשׁ יְהוֹשֻׁעַ אֶת־עֲמָלֵק וְאֶת־עַמּוֹ לְפִי־חָרֶב** – Vayachalosh Yehoshua, Amalek v’es amo. Yehoshua did weaken Amalek and his people by the mouth of a sword. In other words, he killed some of them, but obviously Vayachalosh doesn’t mean he won. And this is not said explicitly, but we see obviously from the next part, that Yehoshua did not win on Amalek, he made them weaker, they maybe went away for today, but they’re going to be back.

Hashem’s Promise

And therefore, now is the first time Hashem speaks in this story. And Hashem tells to Moshe like this, **כְּתֹב זֹאת זִכָּרוֹן בַּסֵּפֶר וְשִׂים בְּאׇזְנֵי יְהוֹשֻׁעַ** – write this down in a book. So this is also one of the interesting and important places where Moshe has commanded to write something. We, of course, ascribe the whole book, or the whole Chumash, as if Moshe wrote it, but internal to the Chumash, we see several times that there’s a story where Moshe wrote something. However we understand this relative to the general theory that Moshe wrote the whole thing. But the point is, there’s something here at this stage of the story he has to write down. And not only write down, which means speak it. So we show there’s both a writing and an oral memory. **כִּי־מָחֹה אֶמְחֶה אֶת־זֵכֶר עֲמָלֵק מִתַּחַת הַשָּׁמָיִם** – remember this? Remember that I will destroy, I will erase the memory of Amalek from under the heaven. Under the heaven just means from everywhere. That’s how the Torah calls, the Tanach calls the world, this world. Later Aristotle would call it the sublunar world. It’s the Tachas HaShamayim, under the heaven. And in other words, it’s what didn’t happen now but this is a promise. And I think this is why there’s the big story of the promise of Amalek is based on the failure of Moshe to actually conquer Amalek. And there’s like this promise written down and retold for Yehoshua that he will be Amalek.

The Mizbe’ach

And then as in many stories we have also a kind of naming to finish, to end the story. And also, as we had in many stories in Sefer Bereishis, a kind of sanctification of a place, or a Mizbe’ach. **וַיִּבֶן מֹשֶׁה מִזְבֵּחַ** – so Moshe builds a Mizbe’ach. Of course, this is very interesting, because later, of course, in the third part of Sefer Shemos, we have the long story of the Mishkan with the Mizbe’ach that Moshe built. But here, there’s some kind of separate Mizbe’ach in this place. We assume that if you go to Refidim, to the mountain, you’ll see a Mizbe’ach of Moshe. **וַיִּקְרָא שְׁמוֹ יְהֹוָה נִסִּי** – and Mizbe’ach has a name, and the name is called Hashem Nisi, Hashem Nisi. This is, as we see in Sefer Bereishis, it was accepted, it was normal to call a Mizbe’ach, a holy place, in the name of the God, the words it’s dedicated to, and also in the aspect of the God that he’s helped them. So Hashem Nisi, Hashem is my – again, what the word Nisi means, my miracle, I don’t think it means miracle, I think it means something like my high thing, my flag, my helper, something like that. And in other words, this is dedicated to how Hashem helped them at this moment.

**וַיֹּאמֶר כִּי־יָד עַל־כֵּס יָהּ מִלְחָמָה לַיהֹוָה בַּעֲמָלֵק מִדֹּר דֹּר** – so there’s some kind of, not a clear what it means, it seems like a fragment of some poetry or something like that, epic poetry of the stories of the wars. But the second part of it is clear. There’s a war, Hashem has a war with Amalek. Midor dor means l’dor dor, for generations, like we discussed. Since it wasn’t won in the first time, so there’s like a continuing promise that Hashem will fight for us with Amalek. And therefore, the people understood the first half of the sentence to be something like a language of swearing, like he’s swearing with his hand, by his Kisei, by his chair, or maybe it means to say, this Mizbe’ach is a Kisei, like a Kisei of Hashem, like the Mikdash is a Kisei of Hashem. However, we understand that that’s the end of these stories.

✨ Transcript automatically generated using LLM transcriptions and editing (OpenAI Whisper + Claude Sonnet 4.5 + Claude Opus 4)