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Midrash for Deuteronomy 3:7

וְכָל־הַבְּהֵמָ֛ה וּשְׁלַ֥ל הֶעָרִ֖ים בַּזּ֥וֹנוּ לָֽנוּ׃

But all the cattle, and the spoil of the cities, we took for a prey unto ourselves.

Bamidbar Rabbah

..."Do not fear him" - this is [the meaning of] that which Scripture stated (Proverbs 28:14), "Happy is the man who always fears." And this is the trait of the righteous: even though the Holy One, blessed be He, reassures them, they do not relinquish fear. And so [was it] with Jacob - "and Jacob feared" (Genesis 32:8). Why did he fear? He said, "Maybe I have been tarnished by something [when I was] with Laban... so the Holy One, blessed be He, abandoned me." And so too did Moses take hold of fear corresponding to his [fore] father. And why did he fear? He said, "Maybe Israel misappropriated [some goods] in the war with Sichon or became tarnished with a sin." The Holy One, blessed be He, said to him, "Do not fear"...
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Midrash Tanchuma

(Numb. 21:34:) “But the Lord God said unto Moses, ‘Do not fear him.’” This text is related (to Prov. 28:14), “Fortunate is the one who is always afraid […].” Such is the nature of the righteous. Although the Holy One, blessed be He, assures them, they do not cast off fear. And so it is written about Jacob (in Gen. 32:8]), “And Jacob was [greatly] afraid.” Why was he afraid? He said, “Perhaps I was tainted by something at Laban's,” since it is written (in Deut. 23:15), “so [the Lord] is not to see anything indecent among you and turn away from you.” Thus the Holy One, blessed be He, may have forsaken me. Moses also acquired fear in the manner of his ancestor. Why was he afraid? He said, “Perhaps Israel sinned in the war with Sihon or became tainted by a transgression.” The Holy One, blessed be He, said to him (in Numb. 34:21), “’Do not fear,’ as they all fulfilled [their actions] with justice. ‘Do not fear him,’ [even though] a warrior more formidable than himself has never arisen in the world [since his time].” Thus it is stated (in Deut. 3:11), “For only Og King of Bashan was left over from the remaining Rephaim.”155According to Deut. 2:11, 20-21, together with Numb. 13:33, the Rephaim were a race of giants. Now he had been left from the warriors whom Amraphel and his colleagues (Gen. 14:1, 9) had slain, as stated (in Gen. 14:5), “and they smote the Rephaim […].” But this [man] was their refuse, like olive pits that come out as survivors from the bottom of the oil press. It is so stated (in Gen. 14:13), “Then the survivor came and told Abram (about Lot's capture).” This was Og. And here [Scripture] made him into leftovers, as stated (in Josh. 13:12), “he was left over from the remaining Rephaim.” It was his intention that Abraham would go out [to war] and be killed. The Holy One, blessed be He, gave him a reward for [what] his feet had earned [for the good that ended up resulting]; in that he lived all those years until he fell at the hand of [Abraham's] children. When Moses came to wage war with him, he was afraid of him. He said, “I am a hundred and twenty years old, while he is five hundred years old.” If he did not have merit, he would not have lived all these years. The Holy One, blessed be He, said (in Numb. 21:34 = Deut. 3:2:) “Do not fear him, for I have given him into your hand,’ you with your hand shall kill him, (Numb. 21:34 = Deut. 3:2, cont.) ‘and you shall do to him as you did to Sihon….’” (Deut. 3:6:) “And we shall utterly destroy it […].” But is it not written (in Deut. 3:7), “But all the cattle and the booty of the towns we took as booty for ourselves?” It is simply that they utterly destroyed their bodies, so as not to benefit from any of them at all. (Numb. 21:35:) “So they smote him, his sons [and all his people].” The written text (ketiv) [reads] “his son,”156Cf. a similar verse about Sihon, Deut. 2:33, where HIS SON is the undoubted reading. because he had a son more formidable than himself. The Holy One, blessed be He, said to Israel, “In this world you destroy the nations little by little, but in the world to come, I will remove them from the world at a single stroke. It is so stated (in Is. 33:12), “And the people shall become burnings of lime, thorns cut down that are burned in the fire.” Amen, may it be His will!
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Midrash Tanchuma Buber

(Numb. 21:34:) BUT THE LORD GOD SAID UNTO MOSES: DO NOT FEAR HIM…. This text is related (to Prov. 28:14): BLESSED IS THE ONE WHO IS ALWAYS AFRAID…. Such is the nature of the righteous.211Tanh., Numb. 6:25. Although the Holy One assures them, they do not cast off fear. And so it is written about Jacob (in Gen. 32:8 [7]): AND JACOB WAS <GREATLY> AFRAID. Why was he afraid? He said: Perhaps I was tainted by something at Laban's, since it is written (in Deut. 23:15 [14]): <AND YOUR CAMP SHALL BE HOLY;> SO <THE LORD> IS NOT TO SEE ANYTHING INDECENT AMONG YOU AND TURN AWAY FROM YOU. Thus the Holy One may have forsaken me. Moses also acquired fear in the manner of his ancestor. Why was he afraid? He said perhaps Israel sinned in the war with Sihon or became tainted by a transgression. He said to him (in Numb. 34:21): DO NOT FEAR HIM, because a warrior more formidable than himself has never arisen in the world. Thus it is stated (in Deut. 3:11): FOR ONLY KING OG OF BASHAN <REMAINED FROM THE REPHAIM212According to Deut. 2:11, 20-21, together with Numb. 13:33, the Rephaim were a race of giants. REMNANT>. Now he had been left from the warriors whom Amraphel and his colleagues (Gen. 14:1, 9) had slain, as stated (in Gen. 14:5): <CHEDORLAOMER AND THE KINGS WHO WERE WITH HIM CAME> AND SMOTE THE REPHAIM…. But this man was their refuse, like hard olives that come out as survivors from the bottom of the olive waste. It is so stated (in Gen. 14:13): THEN THE SURVIVOR CAME <AND TOLD ABRAM THE HEBREW> (about Lot's capture).213Tanh., Numb. 6:15, specifically identifies the survivor by adding here: “This was Og.” It was this man's intention that Abraham would go out and be killed. The Holy One gave him a reward for <what> his feet <had earned>, in that he lived all those years, until he fell at the hand of < Abraham's> children. When Moses came to wage war with him, he was afraid of him. He said: I am a hundred and twenty years old, while he is five hundred years old. If he did not have merit, he would not have lived all these years. The Holy One said (in Numb. 21:34 = Deut. 3:2:) DO NOT FEAR HIM. {(Deut. 3:6:) AND WE SHALL UTTERLY DESTROY THEM…. } [(Numb. 21:34 = Deut. 3:2, cont.:) AND YOU SHALL DO TO HIM AS YOU DID TO SIHON….] Moreover, is it not written (in Deut. 3:7): BUT ALL THE CATTLE AND THE BOOTY OF THE TOWNS WE TOOK AS BOOTY FOR OURSELVES? The simple conclusion is that they utterly destroyed his body so as to leave none of it.
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Sifrei Bamidbar

Variantly: "And Israel sat in Shittim": in the place of sitoth ("straying" [from the L-rd]). When Israel were in the desert, a place devoid of seed, figs, wine, and pomegranates, they came and waged war against Sichon and Og, who fell into their hands, and they took all that was theirs. That kinG-dom was proud and haughty, though they had only four provinces worthy of the name — Asia, Alexandria, Carthaginia, and Antiochia, while these (Sichon and Og) had sixty cities, all worthy of "kingdom," viz. (Devarim 3:4) "… sixty cities, the entire province of the palace, the kingdom of Og in the Bashan." Israel came and waged war against them and they fell into their (Israel's) hands. But when Israel was surfeited with the spoils, they began "spoiling" the spoils — they tore apart garments and cast them away and tore apart beasts and cast them away — for they sought only vessels of silver and gold, viz. (Devarim 3:7) "and every beast and the spoil of the cities we 'spoiled' unto ourselves." "They came and sat in Shittim," in the place of sitoth. At that time Ammonim and Moavim arose and built markets for themselves from Beth Hayeshimoth until Har Hashaleg, where they installed harlots, old ones outside and young ones within, who sold flaxen garments. When an Israelite would eat and drink and make merry and go out to promenade and to buy something from the old one, she would offer it to him at cost, whereupon the young one would call out to him from within, saying "Come and buy it for less," and he did so. The same, the next day and the day after. The third day she would say to him "Come inside and pick for yourself — you're like one of the family." He obliged. The pitcher near her was full of Ammoni wine, the wine of idolators having not yet been forbidden to Israelites. She: "Would you like to drink some wine?" He obliged, and when the wine burned in him he said to her "Consent to me," at which she took an image of Peor from under her breast-band and said to him: "My master, if you want me to consent to you, bow down to this." He: "Can I bow down to idolatry?" She: "What difference does it make to you? I am only asking that you bare yourself before him." (The sages ruled that baring oneself to Peor is its mode of worship.) The wine burned in him and he said "Consent to me." She: "If you want me to consent to you, 'veer off' from the Torah of Moses." And he did so, as it is written (Hoshea 10:10) "They veered off to shame (i.e., to idolatry); and they became detestable (to Me) in loving (the daughters of Moav)." In the end, they reverted to (their practice of) making idolatrous banquets for them to which they invited them, as it is written (Bamidbar 25:2) "And they (the Moavite women) called the people to the sacrifices of their gods, etc." R. Elazar b. Shamua says: Just as a nail cannot be removed from a door without wood (attached), so, an Israel cannot leave Peor without souls (i.e., without adhesions thereof). Once, Pinchas from the district of Ariach was rolling (wine-) jars, when the spirit of Peor assaulted him, whereupon he brandished the spit against it and it fled. It returned to him the second night, saying "Why did you curse me." Pinchas: "I won't do it again." Once, Sabbatia of Ullas hired out his donkey to a gentile woman. When she came to the outskirts of the province, she said to him: "Wait until I bare myself in its temple." After she left, he said to her "Wait for me until I go in and do as you did." She: "But you are a Jew!" He: "What difference does it make to you?" He went in, (did his "devotions,") and wiped himself on the nose of Peor — whereupon the gentiles praised him, saying "No one ever equaled you in this (worship)." Once, a governor came from abroad to bow down to Peor. When he said to them "Bring a bullock or a ram, which we sacrifice to it," they said to him "We don't worship him in that manner. All you have to do is bare yourself before it" — whereupon he loosed his cohorts upon them, who split their skulls, (the governor) saying "Woe unto you and to your error!" Not so, (i.e., not as the governor) the Israelites, of whom it is written (Bamidbar 25:3) "And Israel attached itself to Ba'al Peor (at that time) and the L-rd was wroth with Israel." (4) "And the L-rd said to Moses: Take all the heads (i.e., judges of the people, and hang them (the Peor worshippers) up … in the face of the sun." (5) "And Moses said to the judges of Israel: Slay each (of you) his (two) men that have joined themselves to Ba'al Peor." The tribe of Shimon came to Zimri: "You are sitting in peace while we are being slaughtered!" — whereupon he gathered 24,000 of his tribe, came to Kozbi, and said to her: "Consent to me." She: I will consent only to the greatest of you, (someone) like Moses your master." He: "I, too, am the chief of a tribe. And, what is more, I am greater than he, (Shimon) being second (of the womb of Leah), while he (Levi) is (only) third," saying which he seized her and stood her in the midst of all of Israel, viz. (Ibid. 6) "And, behold, a man of the children of Israel came, and he brought near to his brothers the Midianite woman in the sight of Moses and in the sight of the entire congregation of the children of Israel, and they wept at the door of the tent of meeting." At that time Pinchas cried out "Is there no one here who is ready to kill and to be killed! Where are the lions?" (Bereshit 48:9) "A lion's whelp is Judah," (Devarim 33:32) "Dan is a lion's whelp" — whereupon he began to shout. Seeing that all remained silent, he arose from his sanhedrin, took out his spear and placed it (i.e., the blade) in his (hollow) belt, supported himself on its haft, and left. (Seeing him about to enter her tent,) they called out to him "Pinchas, where are you going?" He replied: "Is Levi always to be greater than Shimon?" ("Zimri can do it, so can I,") — at which they said "Let him go in" — whereupon the perushim (the "devout" among them) permitted the thing. Once he entered, the L-rd performed six miracles: the first: Normally they would have separated (upon his entrance), but the angel kept them joined. The second: The angel sealed their mouths so that they could not cry out. The third: He transfixed them (with the spear) in their (conjoined) genitals, for the "benefit" of the skeptics, so that they not deny their cohabitation and maintain that he had gone in for the same purpose. The fourth: They did not slide off from the spear but remained in their places. The fifth: The angel lifted the lintel so that they both could appear to all slung from his shoulders. The sixth: When he left, the men of his (Zimri's) tribe, rose up to kill him, and the angel fought them off. When Pinchas saw that too much havoc was being wrought by the angel, he cast them to the ground and stood up and intervened, viz. (Psalms 106:30-31) "And Pinchas arose and intervened, and the plague ceased, and it was reckoned to his merit." And six more miracles were performed for him: The seventh: The blade of the spear was lengthened until it transfixed both bodies and projected upwards. The eighth: The arm of Pinchas was strengthened (to support such a burden). The ninth: The haft did not break. The tenth: Their blood did not descend on Pinchas so that he not become tamei. The eleventh: The Holy One Blessed be He kept them alive so that they not die and cause Pinchas to become tamei. The twelfth: The uppermost (to be thrust through) is the lower on the spear (when it is lifted), but in this instance, Zimri was overturned upon Kozbi, as in the act, so that all of Israel could see that their death was ordained.
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