And when Pharaoh drew nigh, the children of Israel lifted up their eyes, and, behold, the Egyptians marched after them; and they were sore {f} afraid: and the children of Israel cried out unto the LORD.

(f) They who earlier had rejoiced in their deliverance, being now in danger, are afraid.

Wesley's Notes

14:10 They were sore afraid - They knew the strength of the enemy, and their own weakness; numerous indeed they were, but all foot, unarmed, undisciplined, dispirited, by long servitude, and now pent up, so that they could not escape. On one hand was Pi - hahiroth, a range of craggy rocks unpassable; on the other hand were Migdol and Baal - zephon, forts upon the frontiers of Egypt; before them was the sea, behind them were the Egyptians; so that there was no way open for them but upwards, and thence their deliverance came.

Jamieson-Fausset-Brown Bible Commentary

10. when Pharaoh drew nigh, the children of Israel lifted up their eyes-The great consternation of the Israelites is somewhat astonishing, considering their vast superiority in numbers, but their deep dismay and absolute despair at the sight of this armed host receives a satisfactory explanation from the fact that the civilized state of Egyptian society required the absence of all arms, except when they were on service. If the Israelites were entirely unarmed at their departure, they could not think of making any resistance [Wilkinson and Hengstenberg].

Matthew Henry's Concise Commentary

14:10-14 There was no way open to Israel but upward, and thence their deliverance came. We may be in the way of duty, following God, and hastening toward heaven, yet may be troubled on every side. Some cried out unto the Lord; their fear led them to pray, and that was well. God brings us into straits, that he may bring us to our knees. Others cried out against Moses; fear set them murmuring as if God were not still able to work miracles. They quarrel with Moses for bringing them out of Egypt; and so were angry with God for the greatest kindness ever done them; thus gross are the absurdities of unbelief. Moses says, Fear ye not. It is always our duty and interest, when we cannot get out of troubles, yet to get above our fears; let them quicken our prayers and endeavours, but not silence our faith and hope. Stand still, think not to save yourselves either by fighting or flying; wait God's orders, and observe them. Compose yourselves, by confidence in God, into peaceful thoughts of the great salvation God is about to work for you. If God brings his people into straits, he will find a way to bring them out.