Greater Midrash on Genesis (Bereshit rabbati)

The sons of God (Genesis 6:2)

R. Joseph said: The angels saw that the Holy One was grieved because He had created humans. Immediately, two angels, whose names were Shemḥazai and ‘Aza’el, stood before the Holy One and said to Him, “Didn’t we tell you, when You created Your world, do not create man?” This is the meaning of that which is stated: What is man, that You are mindful of him, [and the son of man, that You think of him? Yet You have made him but a little lower than the angels] (Psalms 8:5–6). The Holy One replied, “And the world, what will become of it?” They responded, “We are enough for it.” He said to them, “It is clearly revealed before Me that if you were in their world, and the evil inclination ruled over you as he ruled over man, you would be worse than them.” They retorted, “Give us permission, and we will live among people, and You will see how we sanctify Your name.” The Holy One said to them, “I have already granted you permission.” They immediately descended and He granted the evil inclination rule over them. Once they saw how beautiful the daughters of man were, they went astray after them, and they were unable to conquer their inclination. This is as it is written: Then the sons of God saw [the daughters of men that they were fair, and they took for themselves wives, from whomever they chose] (Genesis 6:2).

Shemḥazai saw a certain young girl whose name was Astirah and cast his eyes upon her. He said to her, “Submit to me.” She replied, “I will not submit to you until you teach me the explicit Name through which, when you pronounce it, you can ascend to the sky.” Immediately, he taught it to her, and she pronounced it and ascended to the sky. The Holy One declared, “Since she separated herself from sin, I will make her a prototype that will be remembered in the world.” Immediately, the Holy One established her in the seven stars of the Pleiades. Upon seeing this, Shemḥazai and ‘Aza’el arose and married women and fathered children.

Rabbi said: And if you think a flesh-and-blood mortal could reach the place of the angels, and it is written [as support]: Your ministers are flaming fire (Psalms 104:4)—no, rather, it is teaching that once the angels fell from their holy place, from the heavens, the evil inclination ruled over them like humans, and their stature became like that of humans, and they wore clods of dust, as it is stated: My flesh is clothed with worms and clods of dust (Job 7:5).

R. Zadok said: From them were born the giants [‘anakim] who walked with the wickedness of their hearts (and their heights), and who would engage in all types of robbery, oppression, and bloodshed, as it is stated: And there we saw the Nephilim, [the sons of Anak, from the Nephilim; and we were in our own sight as grasshoppers, and so we were in their sight] (Numbers 13:33), and it says: the Nephilim were in the earth (Genesis 6:4). It was taught: Shemḥazai fathered two sons, whose names were Heyya and Hayya, and they married women and fathered Sihon and Og.

R. Joseph said: When the decree was issued that a flood would come to the world, the Holy One sent Metatron as a messenger to Shemḥazai. He said to him, “The Holy One is going to destroy the world.” Shemḥazai arose and cried and shouted loudly, and he grieved for the world and for his sons, each of whom would eat one thousand camels and one thousand horses and one thousand of all types of domesticated animals. What would they live on now?

It was taught: One night, Heyya and Hayya, Shemḥazai’s sons, were sleeping, and they both experienced dreams. One of them saw in his dream a large stone laid out on the ground like a table, and it was all scratched, and numerous lines were written on it. An angel descended from the sky with a kind of knife in his hand, and he scraped and erased all the lines, leaving only one line of four words. The other one saw in his dream a large and splendid orchard, and in that orchard, there were planted all kinds of trees with all sorts of pleasant fruit, but angels came, with axes in their hands, and they chopped down the trees until only one tree with three branches remained. When they awoke from their sleep, they stood up in a panic and they came to their father and laid out their dreams before him. He said to them: “My sons, the Holy One is going to bring a flood to the world and destroy it, leaving only one man and his three sons.”

They immediately screamed and cried, saying, “What will become of us now, or how will our names be remembered?” He replied, “Do not be concerned and do not be upset, for your names will never disappear from people’s mouths, as whenever they will haul and bear stones and wood, and all of their necessities, they will shout out only your names—Heyya and Hayya!” They were immediately pacified. They said about Shemḥazai that he repented and suspended himself between heaven and earth, with his head below and his feet up above, because he had no argument before the Holy One. To this day, he remains suspended in repentance between heaven and earth. ‘Aza’el, however, did not repent, and he is appointed over all types of women’s colorful makeup and ornaments that entice people to sin, and he still persists in his corruption. Therefore, Israel would offer sacrifices and they would place one lot for the Lord, to atone for all the transgressions of Israel, and one lot for ‘Azazel, to bear the transgressions of Israel [see Leviticus 16:5–11].