Now the Midianites, the Amalekites and all the people of the east were lying in the valley as numerous as locusts; and their camels were countless, as numerous as the sand on the seashore.
Now the children of Israel were mustered, given provisions, and marched against them. But when the children of Israel encamped before them, they looked like two little flocks of goats while the Arameans covered the land.
So they came out, they and all their armies with them, a multitude with as many people as the sand on the seashore, with very many horses and chariots.
For they would come up with their cattle and their tents, invade like a multitude of locusts. Both they and their camels were innumerable, and they would come to the land to ruin it.
Yet when Gideon came, behold, there was a man relating a dream to his fellow, saying, “Listen, I just now had a dream: there was a loaf of barley bread that came tumbling into the camp of Midian, came up to a tent and struck it so it fell, and turned it upside down, so that the tent lay flat.”
Now Zebah and Zalmunna were in Karkor, and with them their armies of about 15,000 men, all who were left of all the army of the people of the east—the fallen were 120,000 swordsmen.
Meanwhile the Philistines assembled themselves to fight with Israel: 30,000 chariots, 6,000 horsemen and troops as numerous as the sand on the seashore. They marched up and camped in Michmas, east of Beth-aven.