1All the congregation lifted up their voice, and cried; and the people wept that night. 2All the children of Israel murmured against Moses and against Aaron: and the whole congregation said to them, "Would that we had died in the land of Egypt, or would that we had died in this wilderness. 3Why does the LORD bring us to this land, to fall by the sword? Our wives and our little ones will be a prey: wouldn't it be better for us to return into Egypt?" 4And they said to one another, "Let us make a captain, and let us return into Egypt."

5Then Moses and Aaron fell on their faces before all the assembly of the congregation of the children of Israel. 6Joshua the son of Nun and Caleb the son of Jephunneh, who were of those who spied out the land, tore their clothes: 7and they spoke to all the congregation of the children of Israel, saying, "The land, which we passed through to spy it out, is an exceeding good land. 8If the LORD delights in us, then he will bring us into this land, and give it to us; a land which flows with milk and honey. 9Only do not rebel against the LORD, neither fear the people of the land; for they are bread for us: their defense is removed from over them, and the LORD is with us. Do not fear them." 10But all the congregation threatened to stone them with stones. Then the glory of the LORD appeared at the Tent of Meeting to all the children of Israel.

11The LORD said to Moses, "How long will this people despise me? And how long will they not believe in me, for all the signs which I have worked among them? 12I will strike them with the pestilence, and disinherit them, and I will make of you and your father's house a nation greater and mightier than they."

13Moses said to the LORD, "Then the Egyptians will hear it; for you brought up this people in your might from among them; 14and they will tell it to the inhabitants of this land. They have heard that you LORD are in the midst of this people; for you LORD are seen face to face, and your cloud stands over them, and you go before them, in a pillar of cloud by day, and in a pillar of fire by night. 15Now if you killed this people as one man, then the nations which have heard the fame of you will speak, saying, 16'Because the LORD was not able to bring this people into the land which he swore to them, therefore he has slain them in the wilderness.' 17Now please let the power of the Lord be great, according as you have spoken, saying, 18The LORD is slow to anger, and abundant in loving kindness, forgiving iniquity and disobedience; and that will by no means clear [the guilty], visiting the iniquity of the fathers on the children, and upon the children's children, on the third and on the fourth [generation].' 19Please pardon the iniquity of this people according to the greatness of your loving kindness, and according as you have forgiven this people, from Egypt even until now."

20The LORD said, "I have pardoned according to your word. 21But truly, as I live, and as all the earth shall be filled with the glory of the LORD; 22because all those men who have seen my glory, and my signs, which I worked in Egypt and in the wilderness, yet have tempted me these ten times, and have not listened to my voice; 23surely they shall not see the land which I swore to their fathers, neither shall any of those who despised me see it: 24but my servant Caleb, because he had another spirit with him, and has followed me fully, him will I bring into the land into which he went; and his descendants shall possess it. 25Now the Amalekite and the Canaanite dwell in the valley: tomorrow turn, and go into the wilderness by the way to the Sea at the End."

26The LORD spoke to Moses and to Aaron, saying, 27"How long shall I bear with this evil congregation, that murmur against me? I have heard the murmurings of the children of Israel, which they murmur against me. 28Tell them, 'As I live, says the LORD, surely as you have spoken in my ears, so will I do to you: 29your dead bodies shall fall in this wilderness; and all who were numbered of you, according to your whole number, from twenty years old and upward, who have murmured against me, 30surely you shall not come into the land, concerning which I swore that I would make you dwell in it, except Caleb the son of Jephunneh, and Joshua the son of Nun. 31But your little ones, that you said should be a prey, them will I bring in, and they shall know the land which you have rejected. 32But as for you, your dead bodies shall fall in this wilderness. 33Your children shall be wanderers in the wilderness forty years, and shall bear your prostitution, until your dead bodies be consumed in the wilderness. 34After the number of the days in which you spied out the land, even forty days, for every day a year, you will bear your iniquities, even forty years, and you will know my alienation.' 35I, the LORD, have spoken, surely this will I do to all this evil congregation, who are gathered together against me: in this wilderness they shall be consumed, and there they shall die."

36The men, whom Moses sent to spy out the land, who returned, and made all the congregation to murmur against him, by bringing up an evil report against the land, 37even those men who brought up an evil report of the land, died by the plague before the LORD. 38But Joshua the son of Nun, and Caleb the son of Jephunneh, remained alive of those men who went to spy out the land.

39Moses told these words to all the children of Israel: and the people mourned greatly. 40They rose up early in the morning, and went up to the top of the mountain, saying, "Look, we are here, and will go up to the place which the LORD has promised: for we have sinned." 41Moses said, "Why now do you disobey the commandment of the LORD, since it shall not prosper? 42Do not go up, for the LORD isn't among you; that you not be struck down before your enemies. 43For there the Amalekite and the Canaanite are before you, and you shall fall by the sword: because you are turned back from following the LORD, therefore the LORD will not be with you." 44But they presumed to go up to the top of the mountain: nevertheless the ark of the covenant of the LORD, and Moses, did not depart out of the camp. 45Then the Amalekite came down, and the Canaanite who lived in that mountain, and struck them and beat them down, even to Hormah.