The journey into Canaan brings the Israelite representatives face to face with ancient fortified cities and terrifying inhabitants. As they travel through the southern region, their movement shifts from a collective journey to what appears to be a solitary action. One tradition suggests that Caleb separated from the rest of the scouts, traveling alone to Hebron to pray at the resting place of the Patriarchs, seeking spiritual strength to avoid joining the impending rebellion [רש״י, רבנו בחיי, תורה תמימה, מלבי״ם]. Alternatively, a more literal reading maintains that all the men reached Hebron together. In this view, they may have entered the city one by one to avoid drawing attention as foreign spies, or they marched as a completely unified front until the sight of the city's frightening residents shattered their resolve [רשב״ם, שד״ל, רש״ר הירש, ביאור יש״ר].
In Hebron, the men encounter Ahiman, Sheshai, and Talmai. These individuals are not merely large men, but the direct descendants of a specific ancient giant named Arba, who gave the city its original name [רמב״ן, ביאור יש״ר]. They were known as giants due to their towering, upright posture and remarkably long necks [שד״ל, רש״ר הירש]. Beyond their physical lineage, their names serve as titles reflecting their terrifying power. Ahiman denotes the most skilled and dominant among the brothers, Sheshai describes one whose heavy footsteps seem to ruin the earth itself, and Talmai implies a force so great it leaves deep furrows in the ground [תורה תמימה]. Documenting these figures at this point in the journey establishes exactly where the scouts saw the massive men they would later report back to the camp [בכור שור, חזקוני].
A geographical and historical baseline is then established by comparing Hebron to Zoan, an ancient and prominent Egyptian capital well known to the Israelites [רשב״ם, שטיינזלץ, מזרחי]. The primary approach among commentators is to view this comparison chronologically, noting that Hebron was founded by the giants seven years before Zoan. Highlighting this ancient origin points out the extraordinary lifespans of the local giants, as the city remained continuously inhabited by the same family line. This historical continuity directly contradicts the scouts' later claim that Canaan was a land that consumed its inhabitants, proving instead that its people lived long, enduring lives [רמב״ן, בכור שור, פענח רזא].
However, other commentators argue against a strictly chronological reading, pointing out the historical improbability of the Biblical figure Ham building a city for his younger son, Canaan, before establishing one for his older son, Egypt. Therefore, they interpret the comparison as a measure of agricultural quality rather than time. In this view, the comparison serves as profound praise for the Land of Israel. Hebron, despite being the rockiest, least fertile region in Israel and primarily used as a burial ground, still produced crops that were seven times superior to those of Zoan, the most premium and fertile city in all of Egypt [רש״י, תורה תמימה, כלי יקר, גור אריה, הכתב והקבלה].