‘Falling down, and eyes uncovered’ is a reference to two angels Aza and Azael that criticized God for creating Adam and dropped down to earth to experience the challenging world of man. They couldn’t resist the temptations of the evil inclination and couldn’t go back to heaven. Balak and Balaam learned magic and spells from Aza and Azael (Balak #422).
After they failed to curse the Israelites, Balaam advised Balak to send women from Midian to seduce the Israelites for the purpose of draining their energy at the level of Yessod.
After Balaam finished his ‘job’ he was about to go back to his people.
“וְעַתָּה הִנְנִי הוֹלֵךְ לְעַמִּי לְכָה אִיעָצְךָ אֲשֶׁר יַעֲשֶׂה הָעָם הַזֶּה לְעַמְּךָ בְּאַחֲרִית הַיָּמִים.”
“”And now, behold, I am going to my people; come, and I will advise you what these people will do to your people in the days to come.””
When Balaam saw that twenty-four thousands of the Israelites died because of his advice, he stayed to collect his fee. In the meantime, Pinchas and the twelve thousand warriors of Israel came to avenge the Midianites.
When Balaam saw Pinchas coming he flew in the air to go far from Pinchas and the warriors that came with him. He used magic that included the magics of his two sons, Yonus and Yombrus, that were killed after making the Golden Calf. The two sons had magic and strength of about three thousand people.