The Torah portion of Shlach tells of the sin of the spies who “spoke badly about the land they had explored.”1 One of the ways in which they slandered the land was with their statement:2 “We saw nefilim there.” Rashi explains that nefilim refers to “giants, the descendants of [the angels] Shamchazai and Aza’eil, who fell from heaven in the generation of Enosh.”

The term nefilim is not a new one; it was mentioned in Bereishis.3 Rashi explains there that in Hebrew, nefilim refers to giants — men of flesh and blood. Why does he alter his explanation here, and say that in our context nefilim refers to the descendants of angels who fell from heaven?

Rashi is thereby answering the following question. In a previous verse,4 the Torah relates how the spies described the might of the inhabitants of Eretz Yisrael : “However, the people living in the land are fierce … we also saw there descendants of the giants.” What did the spies add here (except for the term nefilim) to what they had stated earlier?

Rashi therefore explains that nefilim means “the descendants of [the angels] Shamchazai and Aza’eil, who fell from heaven.” In other words, the spies now stated something entirely new: These are not at all the giants they mentioned earlier, people who were merely physically large. Rather, these are giants who descended from fallen angels.

They stated this fact specifically here because they were responding to the events that transpired between their earlier words and their current ones:

The Torah relates that when the spies concluded their statement about the might of the inhabitants, Calev calmed the people and reassured them that they would indeed be able to conquer the land.5 He did so, Rashi explains, by recalling the great miracles which G‑d had performed for them in the past.

It was to this that the spies replied:6 “we cannot go up, for he is stronger than us.” Rashi explains that they meant to say that even G‑d could not get them into the land. The spies, however, were not satisfied to leave it at that. For the Jewish people had witnessed numerous miracles performed on their behalf. How could G‑d be helpless in the face of the inhabitants?

They therefore buttressed their contention by stating that among the inhabitants were descendants of the angels “who fell from heaven in the generation of Enosh.” In other words, these were beings so powerful that even the Flood — a heavenly punishment that destroyed almost all of mankind — did not destroy them.7

Rashi’ s comment that nefilim here refers to “angels who fell from heaven,” is in keeping with the objection of the spies as explained in Chassidus :8

The spies much preferred the spiritual lifestyle they led in the desert, completely removed from the corporeal world and from such earthly worries as having to earn a living. They therefore did not want to enter Eretz Yisrael, where they would have to descend and occupy themselves with the mundane, for they felt that this would impair their spiritual service.

Their fundamental error lay in the belief that the spiritual and the material are necessarily inimical, so that one cannot be occupied with material matters and simultaneously be immersed in spirituality.

And so they said that they saw the nefilim , descendants of the angels Shamchazai and Aza’eil. For as related by our Sages,9 these pure and holy angels at first descended with a sacred motive. Nevertheless, they were unable to withstand the blandishments of this world, and fell from their spiritual heights.

The same thing would happen to the Jewish people, said the spies — although they were on a lofty spiritual level in the desert, their entry into Eretz Yisrael would cause a major descent.

The truth, however, is quite different, for G‑d’s desire and delight lies in the service of the Jewish people within this physical world, as we transform it into a dwelling place for Him. Thus the Jews’ power to withstand the world’s blandishments is great indeed.

Moreover, Jews are inherently higher than angels, being one with G‑d, as it were.10 They can therefore successfully unite physical and spiritual opposites.

Based on Likkutei Sichos , Vol. XXVIII, pp. 85-92.