Bil'am blessed Yisrael to be like a cedar tree, which does not grow near water, does not grow back when cut, has few roots, and the (other) strong winds do not uproot it, but the south wind topples it.

Another advantage of a reed (over a cedar) is that it is used to write Torah, Nevi'im and Kesuvim.

"Va'Yar Es ha'Keini" - Bil'am asked Yisro 'you were with us when Paro took counsel (how to thwart the savior of Yisrael). Who sat you among the mighty of the world (your descendants will sit on the Great Sanhedrin)?'

(R. Chiya bar Aba): Paro took counsel with three - Bil'am, Iyov and Yisro;

Bil'am counseled (to drown the baby boys in the river). He was killed;

Iyov was silent. He received great afflictions;

Yisro fled. He merited that his descendants sit on the Great Sanhedrin - "umi'Mishpechos Sofrim... ha'Kinim ha'Ba'im me'Chamas Avi Beis Rechav" (Bnei Rechav will be on the Sanhedrin), and it says "u'Vnei Keini Chosen Moshe."

"Va'Yisa Meshalo va'Yomar Oy Mi Yichyeh mi'Sumo Kel" - woe to the nation that will (be subjugating Yisrael) when Hash-m decides to redeem them. Who can stop two lions from mating?!

(Rav): "V'Tzim mi'Yad Kitim" refers to great ships from Liba Aspir (Rashi; Aruch - Roman legions).

"V'Inu Ashur v'Inu Ever" - they will kill everyone until Ashur. From there on, they will subjugate the nations.

Question: Why does it say "Lecha I'atzcha Asher Ya'aseh ha'Am ha'Zeh l'Amcha"? It should say 'I will counsel what your nation should do to this nation!

Answer: The Torah did not want to it sound as if Yisrael was cursed. (Alternatively, Bil'am did not want it to sound as if Mo'av needs to take counsel against Yisrael.)

Bil'am (to Balak): Hash-m hates Zimah, and Yisrael love linen garments. Make curtains (a market), have old harlots selling linen garments outside, and young harlots selling inside.

They made curtains from Har Sheleg until Beis ha'Yshimos. Yisrael ate, drank and were merry and went to the market. The old harlots offered the garments for their true value. The young ones sold it for less.

After two or three sales, the young ones said 'you are like family. Take what you want (for free).' They had Amoni wine with them (this was before Chachamim forbade Nochri wine). The Yisrael drank, his Yetzer was aroused, and he asked to have Bi'ah with her. She took out an idol, and said that first he must serve it.

The Yisrael: I am a Yisrael. I do not serve idolatry!

The harlot: I ask you only to excrete in front of it! (Yisrael did not know that this is the way Ba'al Pe'or is served.)

The harlot: I do not consent to Bi'ah until you deny the entire Torah of Moshe - "va'Yinazru la'Boshes va'Yihyu Shikutzim k'Ahavam."

(R. Eliezer): "Va'Yeshev Yisrael ba'Shitim" - Shitim is its name.

(R. Yehoshua): It is called Shitim because Yisrael engaged in Shtus (foolishness) there.

(R. Eliezer): "Va'Tikrena la'Am l'Zivchei Eloheihen" - Yisrael encountered their very bodies (i.e. unclothed).

(R. Yehoshua): The Yisraelim had emissions of Keri (semen).

Question: What is the meaning of the name Refidim (where Amalek attacked Yisrael)?

Answer #1 (R. Eliezer): This is its name.

(R. Yehoshua): It is called Refidim because Yisrael slackened (Rifu) from learning Torah there -"Lo Hifnu Avos El Banim (to correct their ways) me'Rifyon Yadayim."

(R. Yochanan): Wherever it says "va'Yeshev", this denotes misfortune:

"Va'Yeshev Yisrael ba'Shitim (and they sinned with Bnos Mo'av)";

"Va'Yeshev Yakov b'Eretz Megurei Aviv" - Yosef brought bad reports about his brothers (and was sold to Mitzrayim);

"Va'Yeshev Yisrael... b'Eretz Goshen... va'Yikrevu Yemei Yisrael Lamus";

"Va'Yeshev Yehudah v'Yisrael la'Vetach... va'Yakam Hash-m Satan li'Shlomo Es Hadad ha'Adomi."

Question: "V'Es Malchei Midyan Hargu Al Chaleleihem... v'Es Bil'am" - why was Bil'am with Midyan? (Earlier, he said that he would return to his nation!)

Answer (R. Yochanan): He went to collect reward for (his counsel, which caused) the death of 24,000 Yisraelim.

(Mar Zutra bar Tuvya): This is like people say, the camel asked for horns, and they cut off its ears. (So too, Bil'am went to get reward, and he was killed.)

Question: WHy does it say "v'Es Bil'am... ha'Kosem"? He was not just a magician. He was a Navi!

Answer (R. Yochanan): At first he was a Navi. In the end (Ramah - after he counseled to make Yisrael sin, he lost his Ru'ach ha'Kodesh, but he still strove to know the future), he was (only) a magician.

(Rav Papa): This is like people say, the former wife of a prince was Mezanah with people who pull ships (Rashi; Ramah - she will marry only someone else who bears something resembling weapons, such as a carpenter).

(Rav): "Horgu Bnei Yisrael ba'Cherev El Chaleleihem (plural)" - they performed all four Misos Beis Din on Bil'am.

A Min: Do you know how old Bil'am was?

R. Chanina: It does not say explicitly, but since it says "Anshei Damim u'Mirmah Lo Yechetzu Yemeihem" (Resha'im will not live even half a normal lifetime, i.e. 35 years), presumably he lived 33 or 34 years.

The Min: You are correct. The annals ('Rashi' on Avos - tombstone) of Bil'am say(s) 'the lame Bil'am was 33 years old when (the army led by) Pinchas killed him.'

(Mar brei d'Ravina): Do not expound the names of those who have no share in the world to come (to demean them), except for Bil'am.

Question: Elsewhere, Do'eg is written "Doyeg"!

Answer (R. Yochanan): At first, Hash-m was Do'eg (concerned lest he sin. After he sinned, Hash-m said Vai (woe, alluded to by the Vov-Yud in Doyeg) that he sinned.

Question (R. Yitzchak): What does it mean "Mah Tis'halel b'Ra'ah ha'Gibor Chesed Kel Kol ha'Yom"?

Answer: Hash-m said to Do'eg 'you are awesome in Torah. Why do you exalt yourself in evil? My Chesed is over you all day!'

Question (R. Yitzchak): What does it mean "vela'Rasha Amar Elokim Mah Lecha Lesaper Chuki"?

Answer: Hash-m said to Do'eg 'why do you learn My Torah? What do you expound in the Parshiyos of murder and Lashon ha'Ra (you killed the Kohanim of Nov, and slandered David)!

(R. Ami): "Va'Tisa Vrisi Alei Ficha" - Do'eg's Torah was from the lips and outward, i.e. superficial. He did not internalize it.

(R. Yitzchak): "Va'Yir'u Tzadikim va'Yira'u v'Alav Yischaku" - at first Tzadikim saw Do'eg's success and feared that people would learn from his sinful ways. When he died before half his (normal allotment of) years, they laughed.

Question (R. Yitzchak): What does it mean "Chayil Bola..."?

Answer: David asked Hash-m to kill Do'eg;

Hash-m: "Chayil Bola va'Yaki'enu" (he has learned a great amount of Torah. Wait until he forgets it.)

David: "Mi'Bitno Yorishenu Kel" - cause him to forget it soon!

Question (R. Yitzchak): What does it mean "Gam Kel Yitatzcha"?

Answer: Hash-m asked David if Do'eg should be in the world to come;

David: "Gam Kel Yitatzcha la'Netzach" (eternally destroy him).

Hash-m: Let teachings be said in Do'eg's name.

David: "Yachtecha v'Yisachacha me'Ohel" (uproot him from the Beis Medrash).

Hash-m: His children should be Chachamim!

David: "V'Shereshcha me'Eretz Chayim" (his progeny should be cut off from Torah).

(R. Yitzchak): "Ayei Sofer" - where is the one (Do'eg) who could count all the (extra and missing) letters of the Torah?

"Ayei Shokel" - where is the one who could weigh all the Kal va'Chomerim in the Torah?

"Ayei Sofer Es ha'Migdalim" - Do'eg knew 300 laws of (Tum'ah of) airborne towers.

(Rav): Do'eg and Achitofel had 400 questions about airborne towers. They did not resolve any of them.

(Rava): Asking questions (and learning) does not show greatness (in Hash-m's eyes)!

In the days of Rav Yehudah, all the learning was focused on Seder Nezikim. Today we learn (all six Sedorim of the Mishnah, up to the last tractate) Uktzim (Tum'ah of stems);

When Rav Yehudah reached the Mishnah about a woman preserving vegetables in a pot, he could not explain why they are Tehorim. We have 13 academies learning Uktzim!

When they needed rain, Rav Yehudah would remove one shoe (he intended to remove both and to pray with great humility), and the rain came immediately. We cry to Hash-m all day, and we are not answered!

This is because Hash-m desires a person's heart (and their hearts were much more devoted to Hash-m) - "va'Shem Yir'eh la'Levav."

(Rav Mesharshiya): Do'eg and Achitofel could not explain Halachos.

Objection (Mar Zutra): It says "Ayei Sofer Ayei Shokel." You cannot say that Do'eg could not explain Halachos!

Correction: Rather, they could not reach the correct Halachah - "Sod Hash-m li'Re'av."

(R. Ami): Do'eg forgot all his Torah before he died - "Hu Yamus b'Ein Musar..."

(Rav): He became a Metzora - "Hitzmatah Kol Zoneh Mimeka", the Targum of Tzemisus is 'la'Chalutin' (which refers to Tzara'as);

(Mishnah): The only difference between a Musgar (quarantined) and a Muchlat (fully Tamei) Metzora is that the latter must tear his clothes and let his hair grow.

(R. Yochanan): Three damaging angels came to Do'eg. One made him forget his Torah, one burned his Neshamah, and one scattered his dirt in Batei Keneses and Batei Medrash.

(R. Yochanan): The lives of Do'eg and Achitofel did not overlap. Do'eg was in the days of Sha'ul, and Achitofel was in the days of David (after Sha'ul died).

(Beraisa): "Anshei Damim u'Mirmah Lo Yechetzu Yemeihem" - Do'eg lived 34 years, and Achitofel lived 33.

(R. Yochanan): At first, David called Achitofel his teacher - "v'Atah Enosh k'Erki Alufi (teacher) u'Meyuda'i";

Later he called him his colleague - "Yachdav Namtik Sod." In the end, he called him his Talmid - "Ochel Lachmi (he learns from me) Higdil Alai Akev."