A conspiracy and upheaval in the government of Cush forced Moses to flee again, and he went to Midian. The priest of Midian, Jethro, had once been one of King Pharaoh's foremost advisors, but because of his friendly attitude towards the Hebrews, he had to leave Pharaoh's court.

Jethro then settled in Midian, and became the highest priest of the land. A man of great intelligence, Jethro soon realized the silliness of idol-worship, and gave up his priesthood. The people of Midian began to hate their erstwhile priest and persecuted him.

Often it happened that Jethro's daughters were driven away from the communal well when they came to water the flocks of their father, and had to wait to the very last, until the other shepherds were gone.

On the day Moses arrived in Midian, he saw the rough shepherds chase the daughters of Jethro away from the well. Moses stood up for the girls, and helped them water their sheep. On that day they returned to Jethro rather early, and he was astonished to see them back so soon. His daughters told him about the unexpected help. Jethro immediately invited Moses to his house, and not long thereafter, he gave him his oldest daughter Zipporah for a wife.

Zipporah bore Moses two children. The first one he called Gershom ("a stranger there") in commemoration of the fact that he was a stranger and exile in the land of Midian, and the second he called Eliezer, "G‑d is my helper," in gratitude for G‑d's protection.