Dread of the Jews
Balak the son of Tzippor, king of Moab saw all the Jews had done to the Amorites, and realizing that if Sichon and Og could not resist them, the Mobites certainly could not. Consequently Moab became terrified of the Jews for they were numerous, causing them to become disgusted with their own lives. Knowing that Moshe the leader of the Jews was raised in Midyon, the Mobites decided to approach the elders of Midian and seek their counsel. Although these two nations had tremendous hate for each other since their great battle and the defeat of Midian in the field of Moab, now due to their mutual fear of the Jews they made peace with each other. They warned the Midianites about the Jews saying they will eat up everything around them like the ox eats up the greens of the field, completely uprooting them vanquishing the field of all its blessing. When they inquired about Moshe, the elders of Midian replied that his strength is solely in his mouth. Therefore they decided to attack them through Billam whose strength was also in his mouth.
Balak was not entitled to the Moabite monarchy, he was a Midianite noble whom they appointed over themselves on a temporary basis after the defeat of Sichon.
 First Messengers
Balak sent the elders of Moab and Midian as messengers to Bilaam the son of Beor, inviting him for his personal benefit, promising him a large sum of money. In their possession were all types of magic charms so Bilaam could not claim that he is ill equipped
Bilaam lived in Pethor, which was named after his practice since all the kings would rush their letters to him asking him for advice just like money changer (פְּתוֹרָה) to whom everyone rushes to exchange coins. Pethor was located by the river near the area where Balak was raised. Balak had previously visited Bilaam who had prophecized that one day he was destined to rule, a prophecy which had now come true.
The messengers informed Bilaam that a people have come out of Egypt killing Sichon and Og, the guardians of the land which is comparable to covering the "eye" of the land, causing him personal harm. The Jews are now stationed opposite Moav, close by and ready to cut them down.. They invited Bilaam to come and curse the Jews for they are too powerful for Moav. Perhaps Balak and his nation will then be able to wage war against them and drive them out of the land or at least diminish them somewhat.. They remind Bilaam that they are very aware of his powers; whomever he blesses is blessed and whomever he curses is cursed as they saw in their war against Sichon, where Bilaam helped him defeat Moav.
Bilaam requested that the elder remain their overnight so he could talk to Hashem and give them an answer in the morning, for Divine Spirit rested on him only at night. Perhaps Hashem will advise him not to go with people like them since it is beneath His dignity to allow Bilaam to go with anyone but higher ranking nobles.
Before before their arrival, the elders of Midian decided on an omen; if Bilaam would come with them right away, then there is something to him but if he pushes them off then he is useless. Upon hearing Bilaam's request that they stay overnight, the Midonite elders concluded that he was hopless and departed but the Moabite nobles remained, delaying their departure.
 First Prophecy
Hashem came to Bilaam, asking who were the men were that came to him. It was Hashem's way to enter into into a conversation with Bilaam so he should not be frightened to answer. Since the ways of Hashem's are straight but the righteous walk in them while the wicked stumble in them, Hashem was also giving room for Bilaam to be deceived. Bilaam took this question an indication that not everything is revealed before Him, for He knowledge is not always consistent. This created the opportunity for Bilaam to find a time when he is able to curse and Hashem will not realize it.
Bilaam responded how Balak ben Tzippor, the king of Moav had sent the messengers regarding the Jews who had come out of Egypt and have covered the 'eye' of the earth, requesting that he severely curse them and drive them out of the world. By mentioning Balak, Bilaam was implying that although he was not important in the eyes of Hashem he was important in the eyes of the kings. Although Balak had only requested that he curse (אָרָהלּי) the Jews, Bilaam changed the request to a more severe type of curse (קָבָהלּי), that specifies and details the curse. Additionally Balak had only requested that he drive them out of the land, intending only to get them away from him but Bilaam requested to drive them out of the world since he hated the Jews more than did Balak.
Hashem replied that Bilaam should not go with the messengers. Bilaam reissued his request asking if instead he could curse them from his home. To this Hashem responded that he should not curse the Jews. Bilaam then offered to bless the Jews. Hashem responded that the Jews are already blessed and there is not need for his blessing just like we want neither the honey nor the sting of the wasp.
 Prophecy of Bilaam
Bilaam was wicked gentile yet Hashem bestowed His Shechinah upon him so the Nations could not excuse their bad actions and claim they would have repented had they had a prophet telling them to repent. Not only did Bilaam not lead the Nations to repentance, he breached the morally accepted barrier, for at first they had refrained from immorality, but Bilaam advised them to offer themselves freely for immorality. Unlike the Jewish prophets, the gentile prophets like Bilaam and his grandfather Lavan could only receive prophecy at night. Hashem bestowed so much influence to the power of 'free will' that a person who strengthens himself mentally and verbally, regardless if in the Side of Holines or the Side of Impurity, he has the ability to draw upon himself an aspect of the Supernal Spirit which allows him to see truthful visions. Even Bilaam who was hideously impure, strengthened himself so greatly in his wickedness against Holiness until he managed to draw upon himself fearsome visions from the Supernal Spirit of Holiness to the Side of Impurity that were equivalent to those seen only by Moshe.
 Unholiness of Bilaam
Bilaam externally pretended to be very religious and holy and to abstain from immorality, yet in secret he would do more perverted acts then anyone else.
 Klipa of Bilaam
Bilaam's power lay in the ability to convince, sway and mislead all while pretending that he was pursuing the Truth. His Klipa was so strong that he was able to cover over all the awesome divine teachings of Moshe though corrupt logical arguments. This is why he was called 'Bilaam' (swallow them) since he attempts to swallow, hide and conceal everything.
Bilaam represents the element in the Klipa that parallels the entire Torah given by Moshe. He tries to rebuff the awesome wondrous mysteries that are found in it, instead providing corrupt scientific and philosophical explanations. This is alluded to in his name
- ב - Corresponding to the Beis of Bersahis בראשית that begins the Torah
- ל - Corresponding to the Lamed of Yisroel ישראל that ends the Torah
- ע - Corresponding to the 70 faces of the Torah
- ם - Corresponding to the 40 of the giving of the Torah
 Second Messengers
When Bilaam arose in the morning, he told Balak's nobles to return to their country since Hashem refused to let him go with them. Being arrogant, Bilaam did not want to admit that he was under the control of Hashem, instead attributing the refusal to the messengers not being distinguished enough, stating that he could only go with nobles greater then them.
Moab's nobles returned to Balak informing him that Bilaam had refused to come with them. Balak sent a second batch of dignitaries. These were more distinguished then the first messengers and more of them were sent. They came to Bilaam saying how Balak had told him not to hesitate to come and curse the Jews, for he will honor him greatly, agreeing to pay Bilaam more then he had ever received in the past and will do whatever he tells him.
Bilaam responded that even were Balak to give him a house full of silver and gold, he cannot do anything small or great that would transgress the word of Hashem. Bilaam was greedy and coveted other people’s money and was saying that Balak should give him all his gold and silver. Defeating the Jews would require the hiring of many armies and even then it is questionable whether he will be victorious or not, yet he will certainly succeed. By saying that he could not transgress the word of Hashem, Bilaam unwillingly admitted that he was under the control of others. He was also prophesying that could not undo the blessings the Avos had received from Hashem.
Bilaam requested that these messengers too shall remain overnight, so he will now what Hashem continues to inform him. Even if he not change Hashem's mind from a blessing to a curse, they should be happy if stops Hashem to from continuing to bless them. By saying "you too shall remain" Bilaam's mouth fumbled him indicating that they too will end up leaving disappointed like the first group.. By saying "what Hashem continues" Bilaam prophesied that He would add to their blessings through him.
 Second Prophecy
Hashem came to Bilaam at night and said to him, if the messengers have come to call him, and he expects payment for it, he can go with them but even against his will Bilaam can only do what Hashem speaks to him. Nevertheless, Bilaam went believing that in the end he will persuade Hashem and He will agree to have him curse the Jews.
 The Trip
In the morning Bilaam arose, saddled his donkey and went with the Moavite messengers, his heart in line with their. Although Bilaam had many servants and it was below his dignity to saddle his own donkey, his hate for the Jews caused him to disregard his regular standard of conduct and do it himself. This prosecuting action was canceled by Avraham who rose in the morning and saddled his own donkey, disregard his regular standard of conduct out of love for Hashem. Like all distinguished individuals who embarks on a journey, Bilaam took two servants with him to attend him and consequently each other when necessary.
 Donkey & Angel
Hashem was angry at Bilaam for going and following his desires although he knew that it was considered evil by Hashem. An angel of mercy stationed himself on the road to thwart Bilaam to prevent him from sinning and getting destroyed as a result.
Upon seeing the angel stationed on the road Bilaam's donkey turned aside from the road and went into a field. The angle had a sword drawn in his hand since Bilaam had forsaken the sword, the weapon of the Nations and was attempting to attack the Jews with their own weapon the power of the mouth. Similarly the angel took the weapon of the Nations to attack Bilaam, as was indeed his fate for in the end he was slain with a sword.
Bilaam himself did not see the angel, for Hashem allows animals to see more then humans since they have intelligence and would become insane if they saw demons. He beat his donkey to get it back onto the road.
 Balak's Greeting
 First Attempt
During Bilaam's attempted cursing, the Jews were in grave danger but were saved in merit of Moshe Rabanue
 Second Attempt
 Third Attempt
How good are your tents Yackov. With the prevailing of the Torah, when the Jews congregate to study it.
 The Advice
The Nation of Moav originated from an act of immorality between Lot and his daughter, therefore they now wanted to make the Jews stumble in immorality. 
 Zealousness of Pinchas
- ^ a b Rashi Bamidbar 22:2
- ^ Rashi Bamidbar 22:3
- ^ a b c d Rashi Bamidbar 22:4
- ^ Daat Zekenim
- ^ a b c d e f g h Rashi Bamidbar 22:5
- ^ a b Rashi Bamidbar 22:7
- ^ a b c Rashi Bamidbar 22:6
- ^ a b c d Rashi Bamidbar 22:8
- ^ Rashi Berashis 3:9
- ^ Hoshea 14:10
- ^ a b Rashi Bamidbar 22:9
- ^ a b c d Rashi Bamidbar 22:11
- ^ Rashi Bamidbar 22:10
- ^ Rashi Bamidbar 22:12
- ^ Likutay Halachos, Hilchos Chadash 4:8-9
- ^ a b c Likutay Halachos, Hilchos Birkas Hashachar 5:72
- ^ Rashi Bamidbar 22:13
- ^ Rashi Bamidbar 22:17
- ^ a b c Rashi Bamidbar 22:18
- ^ a b c Rashi Bamidbar 22:19
- ^ a b c Rashi Bamidbar 22:20
- ^ a b Rashi Bamidbar 22:21
- ^ a b c Rashi Bamidbar 22:22
- ^ Rashi Bamidbar 22:23
- ^ Likutay Halachos, Reshit Hagaz 5:5
- ^ Baal Haturim Devarim 33:4
- ^ Likutay Halachos, Hilchos Birkas Hashachar 5:83