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Exodus 14:10
And when Pharaoh drew nigh, the children of Israel lifted up their eyes, and, behold, the Egyptians marched after them; and they were sore afraid: and the children of Israel cried out unto the Lord. (Exodus 14:10)
They were sore afraid.
To human eyes their plight appeared hopeless. Shut in on the east by the sea, on the south by a rugged mountain, on the west by mountainous deserts, and on the north by the pursuing Egyptians, they probably concluded that escape was impossible. Furthermore, they were unarmed and unprepared for battle. Finally, they had not yet learned to place their trust in the power and protection of God.
Cried out unto the Lord.
 Had their prayer been accompanied by faith, v. 11 would not preserve a record of murmuring against Moses. Some commentators have suggested that the more pious among the Israelites cried to God (v. 10), whereas the irreligious murmured against Moses (v. 11).