At dawn in the royal prison, the daily routine is broken following a restless night for Pharaoh's imprisoned officials. Joseph, who spent his nights in the lower dungeon, goes up to the upper quarters each morning to serve the ministers and tend to their needs [אבן עזרא, מחוקקי יהודה, ביאור שטיינזלץ]. Upon arriving, he immediately notices a drastic shift in their mood.
The primary approach among commentators is that the ministers appeared deeply sad, troubled, and worried. This profound sorrow acts much like a veil. Just as a physical garment covers a person's face from the outside, this inner distress masks the face from within. Overwhelmed by grief, their inner vitality retreats, leaving them with a lifeless expression similar to someone who is asleep or dying [רש״ר הירש]. Conversely, another perspective suggests their mood was characterized by intense emotional turmoil and restlessness, much like a stormy sea. It is even possible that the actual noise and commotion caused by their agitation is what prompted Joseph to go up and check on their well-being [אבן עזרא, ביאור יש״ר, מחוקקי יהודה].
The direct cause of their distress was the dreams they had just experienced. The occurrence of such similar visions for two different officials on the exact same night filled them with wonder and unease, particularly because they had no idea how to interpret them [רד״ק, ביאור יש״ר, צאינה וראינה]. However, another view argues that the ministers actually sensed their dreams carried a positive message. Their frustration simply stemmed from the realization that they had no way to escape the prison unless someone mentioned their names directly to the king [חזקוני].
This situation raises a natural question regarding the difference between the two men. While the baker's sadness is understandable given the dark nature of his dream, the cupbearer's distress seems out of place following a positive dream. To explain this, commentators suggest that each official dreamed not only his own dream but also the interpretation of his companion's dream. The cupbearer saw the grim fate awaiting the baker, which terrified him and made him fear for his own life. Meanwhile, the baker saw the positive outcome meant for his companion, but he felt his own luck was turning against him, and his heart filled with a sense of impending doom [אור החיים, ריב״א].