The she-donkey saw the angel of the L-rd, and it crouched down under Balaam. Balaam's anger flared, and he beat the she-donkey with a stick. The L-rd opened the mouth of the she-donkey, and she said to Balaam, "What have I done to you that you have struck me these three times?" (22:27-8)

Balak, the king of Moab, hired Balaam to curse the people of Israel. On the way, Balaam is thrown off course by his donkey, who sees the angel G d sent to block their way. In the painting, the donkey seems to be falling over as it crouches down under Balaam. Dressed in purple, the color of royalty, the haughty soothsayer, falls down to the level of his animal. The Kli Yakar explains that this was to impress upon Balaam that there is no place for pride. Even though he was given the gift of prophecy, the mouth and tongue are in G‑d’s power. If it suites G‑d's purposes, even a donkey will see angels and make speeches.

Balaam's anger and exasperation flare as he strikes the donkey. The Midrash emphasizes Balaam's powerlessness and feeling of degradation in the eyes of the nobles. How could he pretend to be able to destroy a nation with his words, and yet could not control his donkey without a sword. Three times Balaam strikes his donkey. Three times he tries to pronounce maledictions, and each time benedictions are invoked instead.

The mouth of the donkey is blood red, twisted out of shape. This mouth was one of the ten miraculous creations that were conceived before twilight of the very first Shabbat, (along with the mouth of earth that swallowed Korach, and the mouth of Miriam’s well). The gold dots and swirls of the reins and bridle seem to move freely between the figures, bringing up the question of who is bridled. Baalam is the rider but is ridden and bridled by words that emerge beyond his control. As reigns are put over Balaam, his mouth is bridled as his curses are twisted into blessings.