1 Then Jerubbaal (who is Gideon) and all the people who were with him, rose early and encamped beside the well of Harod, so that the host of the Midianites were on the north side of them by the hill of Moreh, in the valley.
2 And the LORD said to Gideon, "The people who are with you are too many for me to give the Midianites into their hands, lest Israel vaunt themselves against me, saying, 'My own hand has saved me.' 3 Now therefore, proclaim in the ears of the people, saying, 'Whoever is fearful and afraid, let him return and depart early from mount Gilead.'" And there returned of the people twenty-two thousand, and there remained ten thousand.
4 And the LORD said to Gideon, "The people are still too many. Bring them down to the water, and I will try them for you there. And it shall be, that of whom I say to you, 'This one shall go with you,' the same shall go with you, and of whomever I say to you, 'This one shall not go with you,' the same shall not go." 5 So he brought the people down to the water. And the LORD said to Gideon, "Everyone who laps of the water with his tongue as a dog laps, you shall set him by himself; likewise, everyone who bows down upon his knees to drink." 6 And the number of those who lapped, putting their hand to their mouth, were three hundred men, but all the rest of the people bowed down upon their knees to drink water. 7 And the LORD said to Gideon, "By the three hundred men who lapped I will save you and deliver the Midianites into your hand, and let all the other people each go to his place." 8 So the people took provisions in their hand and their trumpets. And he sent of all the rest of Israel each to his tent and retained those three hundred men. And the host of Midian was beneath him in the valley.
9 And it came to pass the same night, that the LORD said to him, "Arise, go down to the host, for I have delivered it into your hand. 10 But if you fear to go down, go with Phurah your servant down to the host. 11 And you shall hear what they say, and afterward your hands shall be strengthened to go down to the host." Then he went down with Phurah his servant to the outside of the armed men who were in the host. 12 And the Midianites, the Amalekites, and all the children of the east lay along in the valley like swarming-locusts for multitude. And their camels were without number, as the sand by the sea side for multitude. 13 And when Gideon had come, behold, there was a man who told a dream to his fellow, and said, "Behold, I dreamed a dream, and behold, a cake of barley-bread rolled into the host of Midian, came to a tent, and smote it so that it fell and overturned it so that the tent lay flat." 14 And his fellow answered, and said, "This is nothing else but the sword of Gideon the son of Joash, a man of Israel. For into his hand God has delivered Midian and all the host."
15 And it was so, when Gideon heard the telling of the dream and its interpretation, that he worshiped and returned to the host of Israel, and said, "Arise, for the LORD has delivered into your hand the host of Midian." 16 And he divided the three hundred men into three companies, and he put a trumpet in every man's hand, with empty pitchers, and lamps within the pitchers. 17 And he said to them, "Look at me and do likewise. And behold, when I come to the outside of the camp, it shall be that as I do, so you shall do. 18 When I blow with a trumpet—I and all who are with me—then you blow the trumpets also on every side of all the camp, and say, 'The sword of the LORD and of Gideon.'"
19 So Gideon and the hundred men who were with him came to the outside of the camp in the beginning of the middle watch, and they had but newly set the watch. And they blew the trumpets and broke the pitchers that were in their hands. 20 And the three companies blew the trumpets and broke the pitchers, and held the lamps in their left hands and the trumpets in their right hands to blow with, and they cried, "The sword of the LORD and of Gideon." 21 And they each stood in his place around the camp. And all the host ran, cried, and fled. 22 And the three hundred blew the trumpets, and the LORD set every man's sword against his fellow, even throughout all the host. And the host fled to Beth-shittah in Zereroth and to the border of Abel-meholah, to Tabbath. 23 And the men of Israel assembled out of Naphtali, out of Asher, and out of all Manasseh, and pursued the Midianites.
24 And Gideon sent messengers throughout all mount Ephraim, saying, "Come down against the Midianites and take the waters before them to Beth-barah and the Jordan." Then all the men of Ephraim assembled and took the waters to Beth-barah and the Jordan. 25 And they took two princes of the Midianites, Oreb and Zeeb. And they slew Oreb upon the rock of Oreb, and they slew Zeeb at the wine-press of Zeeb, and pursued Midian, and brought the heads of Oreb and Zeeb to Gideon on the other side of the Jordan.
[v.1] - "Jerubbaal" - Judges 6:32.
[v.5] - To clarify what is being said in this verse, God wants Gideon to count the number of each group based on the way they drink the water. This is made a little more clear in verse 6 where the two groups are distinguished with the one group being numbered at 300.
[v.12] -"swarming-locusts" - The swarming-locust (sometimes just called the locust) were known for their vast increase, the multitude they bring forth and the large numbers in which they appear.