**Jared** died in Year 1422, 366 years into the life of Noah.

**And it came to pass** after many days and years, when all mankind who followed HaShem had died and only Methuselah remained, HaShem said to Noah: Methuselah and you, call to all mankind, saying: Thus says HaShem, return from your evil ways, etc., and HaShem will relent from the evil He spoke to do to you. For thus says HaShem: Behold, I give you a period of 120 years. If you return, etc., I will also turn away from the evil that I spoke.

Noah and Methuselah spoke the words of HaShem day by day, early and speaking, but they did not listen to them and stiffened their necks. Noah ceased taking a wife to bear children, for he said: Behold, HaShem is destroying mankind from upon the earth; why should I have children? [(Sefer HaYashar)] He endeavored with all his might to preach so that they would repent, but it did not help him. He feared lest they kill him and his household.

He fled from these regions, and then HaShem commanded him to make the ark [(Seder HaDorot 62)].

**In the Midrash** [(Avkhir and Yalkut Bereishit section 44)] When the generation of the Flood arose and worshipped idolatry, the Holy One, Blessed be He, was grieved to His heart. Immediately, two angels stood before Him—Shamchazai and Azazel—and they said: Master of the Universe, did we not say to You when You created the world, "What is man that You should remember him?" (Psalms 8:5) Behold, the world—what is it upon him?

The Holy One, Blessed be He, said: It is revealed and known before Me that if you were dwelling on earth, the evil inclination would rule over you and you would be worse than mankind. He said to them: Go down, for permission is given, and dwell with the creatures, and you will see how we sanctify Your name. They went down and dwelt with them. Immediately they sinned with the daughters of men who were beautiful, and they could not control their inclination.

Immediately Shamchazai saw a certain maiden whose name was Istehar. He set his eyes upon her and said: Listen to me! She said: I will not listen to you until you teach me the Explicit Name by which you ascend to the firmament when you mention it. He taught her that Name.

She mentioned it and ascended to the firmament and did not sin. The Holy One, Blessed be He, said: Since she separated herself from sin, go and fix her among the seven stars so that you may merit her forever. She was fixed in the Pleiades. When Shamchazai and Azazel saw this, they arose and took wives and fathered the giants who are called Nephilim.

Azazel was responsible for the dyes and ornaments of women that seduce mankind to sinful thoughts. Immediately Metatron sent a messenger to Shamchazai, saying that the Holy One, Blessed be He, was going to destroy His world and bring a flood upon the world, etc. Shamchazai repented and hung himself between heaven and earth, his head downward and his feet upward, etc. But Azazel still stands in his corruption to seduce mankind [(Asarah Ma'amarot)].