The Midianites and the Amalekites and all the people of the east lay along the valley as thick as locusts; and their camels were without number, countless as the sand on the seashore.
After the Israelites had been mustered and provisioned, they went out to engage them; the people of Israel encamped opposite them like two little flocks of goats, while the Arameans filled the country.
For they and their livestock would come up, and they would even bring their tents, as thick as locusts; neither they nor their camels could be counted; so they wasted the land as they came in.
When Gideon arrived, there was a man telling a dream to his comrade; and he said, “I had a dream, and in it a cake of barley bread tumbled into the camp of Midian, and came to the tent, and struck it so that it fell; it turned upside down, and the tent collapsed.”
Now Zebah and Zalmunna were in Karkor with their army, about fifteen thousand men, all who were left of all the army of the people of the east; for one hundred twenty thousand men bearing arms had fallen.
The Philistines mustered to fight with Israel, thirty thousand chariots, and six thousand horsemen, and troops like the sand on the seashore in multitude; they came up and encamped at Michmash, to the east of Beth-aven.
David attacked them from twilight until the evening of the next day. Not one of them escaped, except four hundred young men, who mounted camels and fled.