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.

And when Pharaoh drew nigh. Although the distant sounds from the desert, reverberating through the defiles, announced the approach of their avenging foe, the appearance of the Egyptian army would not be visible until they were near at hand, and were seen emerging from the mountain defiles. The impulsive multitude were now in a state of irrepressible excitement, and, instigated by one and another of the more impetuous spirits, gave vent to their emotions in a loud burst of indignant accusation against their leader.

Absence, brief as it had been, had mollified their remembrance of their oppressive task-masters; and the overwhelming dread of famine and death in the wilderness now filled their minds, to the exclusion of all holier faith in the might of that arm which had already done such wonders in their behalf. The great consternation of the Israelites is somewhat astonishing, considering their vast superiority in numbers; but their deep dismay and absolute despair at the sight of this armed host receives a satisfactory explanation from the fact that the civilized state of Egyptian society required the absence of all arms, except when they were on service. If the Israelites were entirely unarmed at their departure, they could not think of making any resistance (Wilkinson, Hengstenberg).