Just before the story of Noah’s ark, the Torah presents a cryptic narrative that has mystified and intrigued scholars for generations:

And it came to pass when man commenced to multiply upon the face of the earth, and daughters were born to them, that the benei elokim saw the daughters of man when they were beautifying themselves, and they took for themselves wives from whomever they chose. And the L‑rd said, “Let My spirit not quarrel forever concerning man, because he is also flesh, and his days shall be a hundred and twenty years." The nephilim were on the earth in those days, and also afterward, when the benei elokim would come to the daughters of man, and they would bear for them; they are the mighty men, who were of old, the men of renown. (Genesis 6:1–4)

Who or what exactly are the benei elokim? Who are the nephilim? How are they related to each other? And what does it all mean?

One thing benei elokim does not mean is “sons of G‑d.” In fact, Rabbi Shimon bar Yochai would “curse” anyone who translated the term benei elokim as the “sons of G‑d.”1 The word elokim in Scripture, while generally referring to G‑d, is in essence merely an expression of authority.2 Similarly, the term benei does not necessarily mean “sons,” but is often just a title. Benei chorin, for example, means those who are free—not “sons of freedom.”

Nephilim seems to be derived from the verb-root naphal, meaning “fall.” From where did they fall? Are they the same as the benei elokim? And if so, why are they called by two names?

The Midrash and commentaries offer three explanations:

Explanation 1: Angels taking a risk

The Midrash3 relates that when the generation of the Flood went astray, G‑d began to regret having created man. Then two angels, Shamchazai and Azael,4 came before G‑d and said, “Did we not warn You before You created man, saying, ‘What is man, that You should be mindful of him?’”5 G‑d replied: “Then what shall become of the world?” “We will suffice instead,” they replied. G‑d answered, “I know that would you live on that world, the evil inclination would rule you just as much as it controls man, but you would be even worse.” But the angels persisted, saying: “Let us descend to the world of men, and we will show You how we will sanctify your name.” And G‑d said: “Go down and dwell among them.”

Sure enough, as soon as the angels descended, their evil inclination overpowered them.6 When they saw the beautiful “daughters of man,”7 they became corrupted and sinned with them. They and their descendants are the nephilim, the giants and mighty ones referred to later on in the narrative.8

This story is often seen as support for the notion of “fallen angels.” But a careful reading reveals that this is not the case. G‑d sent them down knowing full well—and indeed expecting—that they would end up sinning.

In fact, in Judaism there is no such thing as fallen angels or conflict in heaven. There is only one Creator in charge of it all, with no forces opposing Him. Even “Satan” is merely the name of an angel whose divinely assigned task is to tempt people to sin.9

While the Midrash’s description of the benei elokim and the nephilim as angels and giants is perhaps the most popular reading, it is not necessarily the most literal one.10

Explanation 2: Corrupt Authorities

Based on a more literal translation of benei elokim, many explain that the term is simply referring to princes, noblemen or judges11 who abused their power, raping anyone they fancied, and forcing any women who got married to have relations with them first.12 This, together with their many other sins, were what eventually led to the great flood.13

There are, however, differences of opinion as to whether the nephilim are simply the benei elokim after they had “fallen,” or if the term refers to the descendants of these bnei elokim.14

Explanation 3: Fallen Humans

Finally, there others who take a different approach and explain benei elokim to mean people who were—at least to begin with—on a spiritually high level. They are later called nephilim, for they or their descendants (or both) fell from their spiritual heights, became corrupted, and eventually brought G‑d’s wrath upon themselves by robbing, murdering and raping without hesitation.15

We end up with several reasons why these beings are called nephilim:

1. Because they fell from their greatness.16

2. Because they caused the world to fall.17

3. Because they caused the hearts of people to fall, trembling before their great stature.18

4. Because they fell from heaven—although not without their consent.19

5. Nephilim is Hebrew for “giants”—which they were, either in stature, in authority or in spiritual greatness.20

Angels Versus Souls

We meet the nephilim again, much later, when Moses sends spies to the land of Canaan. The spies were great men, but they returned with a report that struck terror into the hearts of the Israelites, appending their own opinion that the mission of occupying this land would be futile.

Quite tellingly, they made sure to report on these angels who had fallen from heaven—perhaps because they themselves feared meeting the same fate. After all, the wilderness of Sinai was pretty much a heaven for them, with little else to do than contemplate G‑d’s Torah and His wonders. Entering the land of Canaan to conquer, work the land and harvest its produce threatened to be a tremendous descent.

The difference, however, is that the human soul is not an angel. The human soul is called a neshamah, meaning a breath, as in the verse that tells of how, when G‑d created Adam, “He blew into his nostrils the breath of life.”

An angel falls below and is disconnected. A breath, however, can never be disconnected. No matter where it may end up, how low it may have stooped, the neshamah is intrinsically bound to its origin above, and from there it receives the power to shine, even in the darkest and lowest time and place, and return to its true essence.21