Midras Ulangan 9:2: Midrash Tanchuma & Bamidbar Rabbah

(Numb. 13:21:) “So they went up and explored the land.” How?²¹Below, Numb. 4a:3, 10; Numb. R. 16:13; Sot. 35a. When they entered a town, a pestilence afflicted the nobility; and the people of the town were busy with their burial so when they entered, no mortal saw them. For this reason they said (in vs. 32), “The land through which we passed […] is a land that eats up its inhabitants.” It was through the [very] miracles which the Holy One, blessed be He, did for them that they spread slander. (Numb. 13:22:) “And they went up to the Negeb and they came to Hevron, and Ahiman, Sheshai, and Talmai were there,” who were extremely strong, as stated (Deut. 9:2), “whom you have known and about whom you have heard.” R. Berekhyah the Priest Berabbi said (according to vs. 22), “They found the three sons of Anak there, ‘Ahiman, Sheshai, and Talmai.’²²Cf. Sot. 34b. Why was the name of [the first] called Ahiman? Because he said, ‘My brother (ahi), who (man) will come against me?’ [Why] Sheshai (shyshy)? Because he was as sound as marble (shysh). [Why] Talmai?²³Talmay, which means, “my furrows.” Because he went and made furrows (telamim) in the earth.”²⁴I.e., with his heavy steps. (Ibid., cont.:) “The children of the Anak ('nq).” (He was called that] because he wore (rt.: 'nq) the sun around his neck.²⁵According to Zeev Wolf’s commentary on Numb. R. 16:11, they were so tall that the sun seemed to rest on their heads. When the spies saw them they were afraid. Immediately they went and said (in vs. 31), “for they are stronger than we (which can also be read as, than He).” Resh Laqish said, “They compared them to the Above. Because of this transgression harsh decrees were issued against them.” What does the Holy One, blessed be He, say to Jeremiah? “Go, say to them, ‘You do not know what you have brought out from your mouth, as stated (in Jer. 11:16), “with the sound of a great tumult you have lit fire to it, and you have broken its boughs.” What did you cause to yourselves “with the sound of a great tumult” that you said, “you have lit fire to it.” “You will carry your sins one day for each year”’” (Numbers 14:34). They said (in Numb. 13:33), “And in our own eyes we were like grasshoppers.” The Holy One, blessed be He, said, “I forgave them for that [remark]; but I was exacting [when they said] (ibid., cont.), ‘And so we were in their eyes.’ Who would say that you were not like angels in their eyes? Do you know what I made you in their eyes?” What had they brought upon themselves? (Numb. 14:34:) “According to the number of days that you explored the land […] forty years.” As though this was not enough, they did not even enter the land. The Holy One, blessed be He, said to Israel, “In this world,²⁶This form usually denotes the end of a parashah, but it does not do so here; nor does it do so in the parallel in Numb R. 16:11. because the representatives (literally, those sent) were of flesh and blood, it has been decreed over them that they should not enter the land; but in the world to come I will suddenly send My angel (mal'akh), and he shall clear a way before Me.” It is so stated (in Mal. 3:1), “Behold, I am sending My messenger (mal'akh) to clear a way before Me, and [the Lord whom you seek] shall suddenly come unto his Temple.”

“They ascended and scouted the land from the wilderness of Tzin to Rehov, at the approach to Hamat” (Numbers 13:21).
“They ascended and scouted the land.” How? They would enter a city and a plague would afflict the prominent among them. The residents of the city would engage in their burial, and no person would see them. That is why they said: “The land, through which we passed [to scout, it is a land that devours its inhabitants]” (Numbers 13:32). Through the miracles that the Holy One blessed be He would perform for them, they would disseminate slander.
“They ascended in the South, and they came until Hebron, and Aḥiman…were there” (Numbers 13:22), as they were exceedingly mighty, as it is stated: “That you knew and you heard: Who can stand before the children of giants?” (Deuteronomy 9:2).
“Hebron was built seven years [before Tzoan of Egypt]” (Numbers 13:22), to inform you of the praise of the Land of Israel, that its inferior area¹⁰Hebron is in the south of Israel. is exceedingly superior to the superior area of Egypt. When the sons of Noah went out and inherited the world after the Flood, they built cities first, not in the superior place, but in the inferior place of the Land of Israel. Tzoan of Egypt is the best in the land of Egypt,¹¹See Ketubot 112a. and this preceded it by seven years. If you say: The one who built this did not build that; it is the same generation and the same family. “The sons of Ḥam: Kush, and Mitzrayim, and Put, and Canaan” (Genesis 10:6), and they went and built this one before that one. “Hebron was built seven years before Tzoan of Egypt.”