The Israelite people went around the land of Edom and moved north toward the east side of the Jordan River. Two kings of the Amorite people came out to fight the Israelites and the Israelites destroyed their armies and took their land. At last they set up camp on the plains of Moab, across the Jordan River from the city of Jericho.

When Balak, the king of Moab, heard how the Israelites had destroyed the Amorite armies he became afraid. He told the leaders of the Midianites, who lived with them, "These people will destroy everything around us." So together they sent messengers to Balaam, a prophet of God who lived near the Euphrates River. The messengers brought him this message from Balak: "A people have come out of Egypt and are threatening to take over our land. I want you to come and curse them for me, so that we can drive them out of the land. I know that the people whom you curse are cursed, and the people whom you bless are blessed." Balaam told the messengers, "Spend the night here, and tomorrow I will tell you what the Lord tells me." That night God spoke to Balaam in a dream, "Who are these men?" Balaam answered, "They have come from king Balak of Moab. He wants me to curse a people for him who have come out of Egypt. "God said, "Do not go with them and do not curse this people, because they are blessed. "So the next morning Balaam told the men, "Go back home; God will not let me go with you."

When Balak heard this, he sent more important messengers to Balaam to say, "Come and curse this people for me. I will give you a lot of money." Balaam told the men, "Even if Balak gives me a whole house full of silver and gold, I could not disobey what God tells me. But spend the night here, and I will see if God has anything else to tell me. That night God spoke to Balaam, "Go with these men, but do only what I tell you."

So the next morning Balaam got up early and saddled his donkey and started off for Moab. But God was angry with Balaam for wanting to go. So God sent his angel to stand in the road in front of Balaam. His donkey saw the angel standing there holding a sword, but Balaam could not see the angel. When the donkey saw the angel, it left the road and went out into the fields. Balaam beat the donkey with a stick and brought it back onto the road. Then the angel stood on the road between two vineyards that had stone walls around them. When the donkey saw the angel, it moved against one of the walls and crushed Balaam's foot against it. Balaam beat his donkey again. Once more the angel moved. This time he stood at a place where the two walls came close together. When the donkey saw the angel, it lay down. Balaam became angry and beat his donkey a third time. Then God gave the donkey the power of speech, and the donkey said to Balaam, "Why have you beaten me three times?" Instead of being surprised at a donkey talking, Balaam answered, "Because you have made me look like a fool. If I had a sword I would kill you." The donkey said, "Have I ever treated you like this before?" "No," he answered. Then God let Balaam see the angel too, and he fell on his face before the angel. The angel asked, "Why have you beaten your donkey three times?" I came to stop you from going. But your donkey saw me and turned away. If it hadn't I would have killed you, and let it live." Balaam said, "I have sinned: I will go back if you want me to." The angel said, "Go on, but say only what I tell you to say."

When Balaam got to Moab, Balak said, "Why didn't you come the first time? Did you think I couldn't give you enough money?" Balaam answered, I came, but I can say only what God tells me to say."

The next day Balak took Balaam to a high place where he could see part of the Israelite camp. Balaam told Balak, "Build me seven altars here and offer seven bulls and seven rams." So Balak did what Balaam asked. Then Balaam said, "Let me go over here and see what God tells me." When he returned to Balak he gave a blessing for Israel instead of a cursing. Balak said' "what have you done? I brought you here to curse my enemies! "Balaam answered, "I can only say what God tells me to say." Again, Balak took Balaam to another place. Again Balaam had him build seven altars and sacrifice a bull and a ram on each of them. Again he went to stand by himself and God gave him a blessing for Israel. When he told it to Balak, he said, "If you can't curse the people for me, at least don't bless them."

A third time Balak said, "I will take you to another place." this time he took him to the top of mount Peor, where he could see all the people. Again Balaam had him build seven altars and sacrifice a bull and a ram on each of them. This time God's Spirit took control of Balaam and he gave a long blessing for Israel. Balak became angry and said, "I brought you here to curse my enemies, but you have blessed them. Now go home! I promised to pay you, but God has kept you from getting paid." Balaam answered, "I told your messengers that even if you gave me a house full of silver and gold, I could not disobey God. I can only say what God tells me to say." Then Balaam gave a prophesy about the Israelites and went back home.

Later, However, Balaam returned and told Balak that if he would have the Moabite and Midianite woman commit fornication with the Israelite men and lead them to worship idols, God would get mad at the Israelites. This Happened and God did destroy 24,000 Israelites who sinned. But He then also told the Israelites to attack the Midianites because of what they had done. When they did Balaam was killed also.