The children of Israel cried out unto the Lord - Had their prayer been accompanied with faith, we should not have found them in the next verses murmuring against Moses, or rather against the Lord, through whose goodness they were now brought from under that bondage from which they had often cried for deliverance. Calmet thinks that the most pious and judicious cried unto God, while the unthinking and irreligious murmured against Moses.

And when Pharaoh drew nigh,.... Or "caused to draw nigh" (t); that is, his army, brought it very near to the camp of the Israelites:

the children of Israel lifted up their eyes, and, behold, the Egyptians marched after them; in great numbers, with full speed, threatening them with utter destruction:

and they were sore afraid; being an unarmed people, though numerous, and so unable to defend themselves against armed and disciplined troops; and besides, through their long time of slavery their spirits were broken, and were a mean, abject, dispirited people; and especially were so on the sight of the Egyptians, whom they had so many years looked upon and served as their lords and masters:

and the children of Israel cried out unto the Lord: had they prayed unto him in this their distress for help and assistance, protection and preservation, with an holy and humble confidence in him for it, they had acted a right and laudable part; but their crying out to him seems to be only an outcry of the troubles they were in, and rather the effect of despair than of faith and hope; and was by way of complaint and lamentation of their miserable condition and circumstances, as appears by what follows, which shows what temper of mind they were in.

(t) "fecit accedere", Pagninus, Montanus; "admovit castra", Junius & Tremellius.

When the Israelites saw the advancing army of the Egyptians, they were greatly alarmed; for their situation to human eyes was a very unfortunate one. Shut in on the east by the sea, on the south and west by high mountains, and with the army of the Egyptians behind them, destruction seemed inevitable, since they were neither outwardly armed nor inwardly prepared for a successful battle. Although they cried unto the Lord, they had no confidence in His help, notwithstanding all the previous manifestation so the fidelity of the true God; they therefore gave vent to the despair of their natural heart in complaints against Moses, who had brought them out of the servitude of Egypt to give them up to die in the desert. "Hast thou, because there were no graves at all (אין מבּלי, a double negation to give emphasis) in Egypt, fetched us to die in the desert?" Their further words in Exodus 14:12 exaggerated the true state of the case from cowardly despair. For it was only when the oppression increased, after Moses' first interview with Pharaoh, that they complained of what Moses had done (Exodus 5:21), whereas at first they accepted his proposals most thankfully (Exodus 4:31), and even afterwards implicitly obeyed his directions.

And when Pharaoh drew nigh, the children of Israel lifted up their eyes, and, behold, the Egyptians marched after them; and they were sore {f} afraid: and the children of Israel cried out unto the LORD.

(f) They who earlier had rejoiced in their deliverance, being now in danger, are afraid.

14:10 They were sore afraid - They knew the strength of the enemy, and their own weakness; numerous indeed they were, but all foot, unarmed, undisciplined, dispirited, by long servitude, and now pent up, so that they could not escape. On one hand was Pi - hahiroth, a range of craggy rocks unpassable; on the other hand were Migdol and Baal - zephon, forts upon the frontiers of Egypt; before them was the sea, behind them were the Egyptians; so that there was no way open for them but upwards, and thence their deliverance came.

10. when Pharaoh drew nigh, the children of Israel lifted up their eyes-The great consternation of the Israelites is somewhat astonishing, considering their vast superiority in numbers, but their deep dismay and absolute despair at the sight of this armed host receives a satisfactory explanation from the fact that the civilized state of Egyptian society required the absence of all arms, except when they were on service. If the Israelites were entirely unarmed at their departure, they could not think of making any resistance [Wilkinson and Hengstenberg].

14:10-14 There was no way open to Israel but upward, and thence their deliverance came. We may be in the way of duty, following God, and hastening toward heaven, yet may be troubled on every side. Some cried out unto the Lord; their fear led them to pray, and that was well. God brings us into straits, that he may bring us to our knees. Others cried out against Moses; fear set them murmuring as if God were not still able to work miracles. They quarrel with Moses for bringing them out of Egypt; and so were angry with God for the greatest kindness ever done them; thus gross are the absurdities of unbelief. Moses says, Fear ye not. It is always our duty and interest, when we cannot get out of troubles, yet to get above our fears; let them quicken our prayers and endeavours, but not silence our faith and hope. Stand still, think not to save yourselves either by fighting or flying; wait God's orders, and observe them. Compose yourselves, by confidence in God, into peaceful thoughts of the great salvation God is about to work for you. If God brings his people into straits, he will find a way to bring them out.