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.