A massive enemy coalition, made up of Midian, Amalek, and the people of the East, gathered across the vast spaces of the valley. Their numbers were so overwhelming that they looked like a dense swarm of locusts. Alongside the soldiers, the amount of camels they brought was simply unimaginable, resembling the endless grains of sand on the seashore.
When describing how this immense army positioned itself, the account uses a term that typically implies falling. However, the primary approach among commentators is that this does not refer to anyone physically falling down. Instead, it paints a picture of the troops dwelling, camping, and spreading out across the land. A similar expression is found earlier in the Torah to describe setting up camp [מצודת ציון]. Ultimately, this vivid imagery is meant to show how the endless masses of soldiers lay resting, completely filling the entire valley until there was absolutely no empty space left [ביאור שטיינזלץ].