When they improved (מטיבין) her appearance. This is similar to the expression מטיבין את הנרות. It means this because טֹבֹת conveys that they just now became fair, similar to ועפרון ישֵׁב (23:10), conveying that Ephron just now sat. Furthermore, טבת without a vav is a singular expression, implying that not all women were fair, only individual women — the beautified brides. But if it were written טובות, a plural expression, it would imply that the women were always fair, i.e., beautified.

Even a man or an animal. [Rashi knows this] because it says נשים מכל אשר בחרו. The word נשים implies “even a married woman,” while אשר בחרו implies “even a man or an animal.” (Re’m) Re’m asks: It says in Kiddushin 13a that they did not commit adultery. [Why then does Rashi say, “even a married woman”?] Nachalas Yaakovanswers: It seems that only the sons of rulers committed adultery, not the common people, because נשים מכל אשר בחרו refers back to: “The sons of the rulers saw.” That is why Rashi says, “The head ruler would then enter and have relations....” However, Re’m suggests that these might be two conflicting opinions.

Due to manAccordingly,] the ב of באדם is similar to (29:20): “So Yaakov worked for Rochel (ברחל),” which means “due to Rochel.”

For a long time. You might ask: Why cannot לעולם mean literally, forever? The answer is: Then the verse would imply that Hashem’s spirit will not contend forever, only for a long time. But, afterward it is written, “His days shall be one hundred and twenty years”! This implies that right away, Hashem [tentatively] decreed upon them [to perish after one hundred and twenty years, if they do not repent]. Thus Rashi explains לעולם as “For a long time.” Accordingly, it means that His spirit will not contend for a long time. Rather, [He will tentatively decree upon them] right away.

Whether to destroy or to show mercyhis implies that Hashem did not yet decide definitely to destroy them. But why did Rashi not say that לא ידון רוחי means, “I will not wait anymore for man”? Furthermore, how does Rashi know [that it means Hashem’s spirit was undecided]? The answer is: Otherwise it would imply that Hashem already decided definitely to destroy. And this is not so, for only later it is written (v. 7): “I will obliterate mankind,” and that is the first Divine utterance [on this matter]. But beforehand He did not decide [definitely] to destroy.

With a segol. I.e., if the shinhas a segol it becomes an expression of גם. Similarly, שַקמתי (Shoftim 5:7) is like שֶקמתי, and שַאתה (ibid 6:17) is like שֶאתה. Rashi added the words זאת בו because otherwise the verse implies another [creature] of flesh, and “also” man is of flesh. But there is no other [creature spoken of here].

**So called because they “fell.”**I.e., they were killed.

And caused the downfall of the world. I.e., their descendants copied their evil deeds and were killed as well [in the Flood of Noach]. Rashi is saying that the giants in the days of Enosh and the sons of Kayin were killed (“fell from the world”) when the ocean rose upon them.

In Hebrew it means giants. I.e., נפילים is an adjective, conveying that their great might caused people to fall. (Maharshal)

In the days of Enosh and sons of Kayin. It seems that the primary explanation [of בני האלהים is “angels”, see Rashi on v. 2. This] is how Rashi explains נפילים in Parshas Shelach (Bamidbar 13:33), where he says they were “giants, descended from Shamchazai and Azael, who fell from heaven in the generation of Enosh.” Accordingly, when Rashi says the giants “fell from the world,” it means from the upper world, i.e., heaven. (Nachalas Yaakov)

Though they saw... Meaning, even afterward they were wicked and sinful. Some ask: [How can Rashi say, “Though they saw...?] In Parshas Eikev, on “And you will perish quickly” (Devarim 11:17), Rashi explains that the generation of the Flood had no one to learn from! (*Nachalas Yaakov,*see further explanation there)

Giants like them. Rashi is explaining why there were giants in the generation of the Flood as well. Although the [original] giants were wiped out when the ocean flooded upon them, the בני אלהים came to the daughters of man and they gave birth to giants like them.

On account of their destruction for they were wiped out. מחויאל is from נימוחו, meaning “wiped out.” מתושאל is from הותשו, meaning “torn out.” [Rashi knows that אנשי השם means על שם אבדן] because ordinarily it means “men of renown,” whereas these people were wicked.

He would have caused them to rebel. Man caused the animals and beasts to rebel, as they all became perverted [see Rashi on v. 7]. Had man been in heaven, he would have caused the heavenly beings to rebel as well!

The man. In His heart. Of Hashem.[Rashi explains as he does] because otherwise ויתעצב contradicts what is written before: וינחם, which means, “Hashem was comforted.” Rashi is saying that ויתעצב means [not “grieved” but] “loathsome”, i.e., man became loathsome in the heart of Hashem, [and He decided] to destroy him. Maharshalexplains: Since it says that Hashem was comforted, ויתעצב must refer to man. Thus Rashi explains that man was ויתעצב to Hashem. But according to Rashi’s alternate explanation, that Hashem’s thought turned from Divine Mercy to Divine Justice, ויתעצב refers to Hashem [i.e., He mourned].

What to do with man. Rashi is saying that originally, Hashem did not intend to do anything with man. But now He intended to investigate what do to with him. Rashi does not mean that He now decided to do evil, and decreed the Flood. This cannot be, because only afterwards it is written (v. 7), “Adonoy said, ‘I will obliterate mankind,’” and that is His first utterance [on this matter]. “I will obliterate mankind” does not come to explain the turning of Hashem’s thought, i.e., that it turned from Mercy to Justice. For if so, v. 7 should say: “And He said, ‘I will obliterate mankind.’” Why does it say, “Adonoy said, ‘I will obliterate...’”? Clearly, it is the beginning of His utterance. Since it is the beginning, this implies that [in this verse,] He had not yet passed judgment on man. Rather, He was investigating what to do with man. (Re’m)

I rejoiced and made everyone joyful. Meaning, I rejoiced myself and also made others joyful.

So it is with acts of Hashem. Question: How could the Rabbi compare the acts of Hashem to the acts of flesh and blood? The answer is: This was only to deflect the heretic’s challenge. But in truth, Hashem’s reason was “For the sake of the righteous...” (Maharshal)

For the sake of the righteous. This [is an alternative explanation, and] means to say: “Furthermore, for the sake of the righteous...” Otherwise the parable does not fit the message. For no benefit came from the son; it was a case of, “At the time of joy let there be joy.” But benefit does come from the wicked, since the righteous descend from them. Perforce, Rashi means to say, “Furthermore...” (Re’m)

They, too, perverted. This raises a question: Why did the verse not [equate them and] write, “Man and beast”? Thus Rashi offered the alternate explanation, which raises another question: Why did the verse not [make the beasts secondary and] say: “Man, and beast as well”? Thus Rashi offered the first explanation [as both are needed]. (Maharshal)

Since it mentions him, it tells of his praiseworthiness. The Re’mwrites that Scripture repeats Noach’s progeny here, though it already mentioned it in the last Parshah, to tell us that he fathered only these — he did not have more children later, who were unworthy of entering the ark. But the Nachalas Yaakov disagrees, since Rashi explained above (5:32) that Noach did not begin to have children until age 500 so they would still be young at the time of the Flood and thus be saved even if they were wicked. Rather, the Torah mentions his progeny again here to tell us that they were righteous. For it says here אלה תולדות, [rather than ואלה], thereby disqualifying what preceeded: the generation of the Flood. [See Rashi on ואלה המשפטים, Shemos 21:1.] In other words, Noach’s progeny are called תולדות but those of the generation of the Flood do not deserve to be called תולדות.

That the main progeny of the righteous... It seems that Rashi means as follows. It is written, “These are the progeny of Noach,” and then it explains, “Noach was a righteous man,” thus we see that good deeds are also called progeny. And it first states, “Noach was a righteous man,” and only afterwards, “Noach fathered three sons,” thus we see that good deeds are the main progeny.

There are others who infer from it to his discredit. Question: How can they infer his discredit, if he was righteous? The answer is: They derive it from, “Noach walked with Elokim,” which Rashi explains [to mean, “Noach required support to uphold him”]. But those who infer his praise interpret “with Elokim” differently, as follows. It is written about Avraham, “Elokim, before whom I walked,” implying that Avraham was not with Hashem all the time. He was busy with people, drawing them to Hashem. But Noach was not busy with the people of his generation since they were completely wicked. Thus it is written, “Noach walked with Elokim.” I.e., he was busy with nothing else but with Hashem. (Maharshal) Alternatively, those who infer “praise” are answering the question: Why did it not say בדורו [singular]? It is because בדורותיו [plural] implies that in all the ten generations from Adam until Noach, Noach was the righteous and flawless man. But those who infer “discredit” explain it as follows: Relative to the deeds of these generations, [he was righteous]. But had he lived in the generation of Avraham... Alternatively, those who infer “praise” explain “in his generations” to refer to the ten generations from Adam until Noach. And those who infer “discredit” explain it to refer to the ten generations from Noach until Avraham — but had he lived in the generation of Avraham... (Nachalas Yaakov) Both views agree that Noach was righteous only as compared to his generation, not completely righteous. For had he lived in a righteous generation, [all agree that] he surely would have been more righteous. These views differ only over the interpretation of “In his generations.” One holds that it comes to praise him: even in those wicked generations, where he could have learned from their wickedness, he remained righteous — and surely had he lived in a righteous generation. And the other view holds as explained earlier. All agree that in a righteous generation, his present level of righteousness would have been considered insignificant. And all agree that had he been in a righteous generation, he in fact would have been more righteous. For growing up among the righteous is not like growing up among the wicked. [You might ask:] Why does one infer “praise” and the other infer “discredit,” if there is no clear proof either way? [The answer is:] The one who infers “praise” holds that בדורותיו refers to היה, which immediately precedes it. Thus the verse is telling us that in his wicked generations, he remained righteous — certainly had he lived in a righteous generation. And the one who infers “discredit” holds that בדורותיו refers back to צדיק. Thus the verse is saying, “He was righteous in his generations” — relative to his generations. This is undoubtedly to his discredit. (Re’m) One might ask: If the Torah (7:8) does not even mention an impure animal’s discredit [see Bava Basra 123a], why does one view infer a tzaddik’s discredit from our verse? The answer is: The verse implies the [wicked] generation’s discredit, not Noach’s. It is saying that in this generation, even a tzaddik like Noach required Hashem’s support, unlike Avraham [in his generation]. Clearly, it was an inferior generation. (Divrei Dovid)

**Concerning Avraham it says: [“Elokim,] before whom I walked.”**According to Rashi, “Noach walked with Elokim” implies that Noach walked with Hashem alone. Noach separated himself from people since they were all wicked and he feared he would learn from their wicked deeds. For Noach was not so righteous and he needed support, so he “walked with Elokim,” i.e., where there was only Hashem. But Avraham’s righteousness was strong on his own, as he was completely righteous. He went among the wicked to reprove them and convert them, and he did not fear that he might learn from their [wicked] deeds. Thus [Rashi says] he did not need support.

Past tense. It is in the התפעל conjugation.

In the כבדform. I.e., since the ל of התהלך has a dagesh, it is a כבד form.

The vav at the beginning changes it to the future. I.e., without the vav in והתפלל, it also would be past tense. But I was taught that Rashi is referring to the vav of ובא. For if it would say בא והתפלל then perforce it would be past tense [in spite of the *vav,*and would mean, “He came and prayed”], similar to פעל ועשה and יצר וברא. But since it says ובא, this changes it to the future. (Kitzur Mizrachi)

Lewdness and idolatry. I.e., since either one could be described as ותשחת, the verse means both.

Robbery. [Rashi is explaining that] חמסן is different from the Rabbinic term חמסן, which refers to someone who pays [for what he forcibly takes]. But the Scriptural term חמסן includes outright robbery. See Bava Kama 62a.

Consorted with dissimilar species. Rashi knows this because it is written דרכו, which implies lewdness, as it is written (Mishlei 30:19): “The דרך (way) of a man with a young woman.” Rashi did not mention fish because it is written, “On the earth” — excluding fish in the sea.

Upheaval comes upon the world. Not that upheaval will definitely come; but if death is decreed upon them, it is of this type.

The good and the bad. I.e., normally it kills bad and good alike. But here, it did not kill the good along with the bad. (Maharshal)

Only because of robbery. You might ask: Did Rashi not say before that upheaval comes upon the world because of lewdness, implying that they died because of lewdness? The answer is: Both sins played a part. For just robbery, only the wicked people’s fate would be sealed. And for just lewdness, no one’s fate would be sealed. But now since both sins were present, fate was sealed for the wicked and the good alike. We are forced to make this distinction because otherwise the verses are in contradiction. For first it says, “For all flesh had corrupted its way on the earth,” and then it is written, “Elohim said to Noach: ‘The end of all flesh has come before Me.’” This implies that the Flood was due to lewdness. But then it is written, “For the earth is filled with violent crime” — implying that the Flood was due to robbery. Perforce, it means as explained. This answers another question: If “The earth was corrupt” means lewdness and idolatry, as Rashi said before, why does Scripture go on to mention only lewdness but not idolatry? For it is written, “For all flesh had corrupted its way,” which means lewdness, as Rashi himself explained. [The answer is:] There was no death penalty for idolatry [alone. Furthermore, it alone] would not kill the good and the wicked alike. [Thus idolatry was not mentioned, since it did not change the decree]. Furthermore, each stole his fellow’s wife, an act that involves both robbery and lewdness. So their fate was in fact sealed for both. The Maharshal asks: Why did Rashi (v. 11) not mention robbery together with lewdness and idolatry? The answer is: It is written right before, “Elohim saw,” implying sins between man and God. But robbery is a sin between man and his fellow.

Together with the earth. The first explanation raises the question: Why is it not written מארץ? Thus Rashi brings the alternate explanation, “together with the earth.” But this raises the question: Since את is not an adjective, why is it not written עם? Thus Rashi needs the first explanation as well. (Maharshal)

That also three handbreadths. For up to a depth of three handbreadths it is called ארץ, but further down it is called אדמה. And here it is written את הארץ.

Perhaps they will repent. Question: Would not the building of the ark have an opposite effect, for it may cause them not repent? For they could answer Noach: “If the ark’s purpose is really to save you [from the Flood, this makes no sense. For] Hashem has many ways to save you even without an ark!” The answer is: They knew the Flood would come, as Rashi explained in connection with the story of Lemech’s wives (4:24). But they thought it would come in the distant future. His building the ark showed that it was imminent, thus they might repent. (Nachalas Yaakov)

**Of cedar wood. That is its name. [**Rashi is answering the question:] Why is עצי written in the plural form, when גפר is singular? (R. Yaakov Taryosh)

**Its name relating to sulphur.**I.e., boiling water comes from the earth’s sulfur; see Sanhedrin 108b and Rosh Hashanah 12a. You might ask: How did Rashi know that the water [of the Flood] was hot? The answer is: Here (8:1) it is written וישוכו המים, and about Achashveirosh (Esther 7:10) it is written וחמת המלך שככה. There it means subsiding from a previous heat, as it said before, “His anger burnt within him” (ibid. 1:12). And here also it is written וישוכו, meaning that the water subsided from its boiling and cooled off.

Because the waters were calm. You might ask: Why does Rashi bring this here? The answer is: Without Rashi’s above explanation [that כופר means tar] we would not have asked why Noach’s teivah had tar inside and outside, whereas Moshe’s teivah had tar only outside. For they seem to be different — here it says כופר and there it says tar. But now that Rashi explained that כופר means tar, we see that Noach’s teivah had tar just like Moshe’s teivah. If so, why did Moshe’s teivah not have tar on the inside and outside, like Noach’s did? Furthermore, without Rashi’s explanation [that כופר means tar] we could say that כופר is something that is stronger than clay but weaker than tar. Therefore, clay on the inside and tar on the outside [Moshe’s teivah] is the same strength as כופר on inside and outside [Noach’s teivah]. But now that Rashi explained that כופר means tar, the question arises: Why were both not [built] the same manner?

**Another reason...**It seems that when Rashi explained that the waters were calm for Moshe’s *teivah,*therefore clay inside and tar outside was sufficient, it means as follows: Surely the waters were calm, so clay inside and tar outside was sufficient. But with Noach’s teivah it needed tar inside and out. This raises a question: What is wrong with making it that way also for Moshe? Rashi answers with the second reason: so that Moshe would be spared the odor of tar. This raises the question: Noach was also righteous; [why should he not be spared the odor?] Rashi answers: “But, here at the Flood, because of the force of the water, he tarred it on the inside and the outside.” (Maharshal)

**Others say it was a precious stone.**The word צהר is similar to צהרים, denoting illumination. And some say it was a window, for it is written (8:6), “Noach opened the window of the ark.” If so, [why do the others say it was a precious stone? Because] the window was only for air. (Nachalas Yaakov)

So that the water would flow. I.e., rather than seep inside. You might ask: Why not make it flat, but very strong and thick so the rainwater could not penetrate? The answer is: Rashi means it had an open space of one amoh, since a house without air is uninhabitable. But if it would be completely open the rain would fall in. Thus Noach made the open space only one amoh in length, with a tiny width of a sixth of an amoh, i.e., a tefach. [The roof sloped down in four directions from the open space,] and below, the teivah’s length was three hundred amos, while on top, only one amoh in length. This is one three-hundredth. Below, the width was fifty amos. Thus the width above was one sixth of an amoh, i.e., one tefach. For fifty amos is three hundred tefachim, and the width [above] was one three-hundredth [of the width below].

**So that the rain may not seep through.**Rashi is answering the question: Are not ship openings normally on the top?

**“I am now prepared to agree.”**Rashi is answering the question: ואני implies that another being wants it, and I, too, concur. How can it be said about Hashem that another being assists Him, Heaven forbid? Thus Rashi answers that ואני refers to the angels, who agreed long ago — “And I am now prepared to agree.” Alternatively, Rashi is answering the question: Why is it written ואני הנני, a double expression?

**With those...**Meaning: I consulted the angels whether to create man, and they answered, “What is man that You should consider him.” Now, I agree with them.

Flood waters. It ruined... It confused... You might ask: How does Rashi know that it means these three things? The answer is: The ב of מבּול has a dagesh, and such a dagesh implies that the first letter of the root is a י or a נ, or, the dagesh represents a double letter. According to the first meaning, “it ruined everything,” it is as if it had written נבול, as in נבול תבול (Shemos 18:18), meaning “wear out.” According to the second meaning, “it confused everything,” it is as if it had written מבול twice, i.e., בלבל, meaning “confusion.” According to the third meaning, “it brought everything,” it is as if it had written יובל, as in (Tehillim 76:12) יובילו שי למורא, meaning “will bring.”

A covenant was necessary. It is as if it said, “I have established My covenant with you, and then you shall go into the ark.” But otherwise you could not go in.

And so that they not kill him. You might ask: Why not say this was the only reason [for the covenant]? The answer is: Then it should say, “I will establish My covenant.” Since it says והקמותי, “I established,” it means: When I created the fruits, I already established My covenant with them to fulfill My word. [And if the covenant was for the fruits alone, why does it say אתך?] (Maharshal)

That marital relations were prohibited to them. Rashi knows this because of the textual changes between Scripture’s description of their coming into the ark and their leaving the ark. When they left the ark it is written (8:16): “Depart from the ark, yourself and your wife.” I will later explain b’ezras Hashem why it is written (ibid. v. 18), “Noach departed from the ark together with his sons, his wife and son’s wives,” [implying they were separate]. Question: Why, on the verse of “Noach went in...” (7:7), did Rashi repeat his comment, “Because they were forbidden marital relations”? Furthermore, Rashi explained there, “Since the world was in a state of grief.” Why did he not mention this here? It seems the answer is: The command [to enter, which appears here,] mentions entering the ark first, and afterwards the separation. But when it comes to actually entering, the separation is mentioned first and only afterwards does it says “into the ark.” This is because Noach decided on his own to separate even before entering the ark, because he saw the world was already in a state of grief. For Noach did not enter the ark until forced by the water, as Rashi explains (7:7). Thus the grief had already begun [before he entered], and marital relations became prohibited. This is why Rashi mentioned grief then. But the command [as mentioned here] was to enter the ark before the rainfall, when there was not yet grief. (Divrei Dovid)

Even the demons. [Rashi knows this] because it says afterwards, “From all flesh,” i.e., all that have flesh. Thus, “From all living things” comes to include even demons, which do not have flesh.

From the least of them. Rashi is answering the question: Does it not say a little later (7:2), “Take to yourself sevenpairs”?

**Came of their own accord.**Rashi is saying that they all came, even the ones that corrupted their way. But Noach permitted only “those that the ark took in.” What forced Rashi to explain that they came of their own accord? The answer is: Noach would otherwise have to trap them during the 120 years he had. Perforce, Hashem would give him a sign to know which ones consorted with their own species, as one opinion in the Midrash indeed says. [But Scripture mentions no such sign, so this cannot be the simple meaning.] For if Noach had no sign other than the ark taking them in, [a problem would arise:] there are numerous rare species, found only in the deserts, mountains and forests, which are very difficult to trap. And each comes out in its own special season. After extended effort to trap a specimen, Noach would have to bring it to the ark to see if it is taken in — perhaps it did not consort with its own species, as “all flesh corrupted its way”! Thus all of Noach’s trouble would be for naught, and his whole life would not be long enough to trap each species many times. Therefore, Rashi explains that they “came of their own accord and all those that the ark took in.” (R. Yaakov Taryosh)

This refers to his constructing the ark. Rashi is answering the question: Doesn’t “Noach did so” imply that he entered the ark, as commanded? But afterwards it says (7:1), “Adonoy said to Noach, Come into the ark...” Clearly, Noach did not yet enter the ark! Perforce, “This refers to his constructing the ark.”