Arpaxhad, king of the Medes, subdued into his empire many peoples and edified a mighty city, which he named Ecbatane, and made it with stones squared, and polished them. The walls thereof were of height seventy cubits, and of breadth thirty cubits, and the towers thereof were an hundred cubits high. And he glorified himself as he that was mighty in puissance and in the glory of his host and of his chariots. Nebuchadnezzar then in the twelfth year of his reign, which was king of the Assyrians, and reigned in the city of Nineveh, fought against Arphaxad and took him in the field, whereof Nebuchadnezzar was exalted and enhanced himself, and sent unto all regions about and unto Jerusalem till the Mounts of Ethiopia, for to obey and hold of him. Which all gainsaid him with one will, and without worship sent home his messengers void, and set nought by him. Then Nebuchadnezzar, having them at great indignation, swore by his reign and by his throne that he would avenge him on them all, and thereupon called all his dukes, princes, and men of war, and held a counsel in which was decreed that he should subdue all the world unto his empire. And thereupon he ordained Holofernes prince of his knighthood, and bade him go forth, and in especial against them that had despised his empire; and bade him spare no realm ne town but subdue all to him. Then Holofernes assembled dukes and masters of the strength of Nebuchadnezzar, and numbered one hundred and twenty thousand footmen, and horsemen shooters twelve thousand. And tofore them he commanded to go a multitude of innumerable camels laden with such things as were needful to the host, as victual, gold and silver, much that was taken out of the treasury of the kings. And so went to many realms which he subdued; and occupied a great part of the orient till he came approaching the land of Israel. And when the children of Israel heard thereof they dreaded sore lest he should come among them into Jerusalem and destroy the temple, for Nebuchadnezzar had commanded that he should extinct all the gods of the earth, and that no god should be named ne worshipped but he himself, of all the nations that Holofernes should subdue.

Eliachim, then priest in Israel, wrote unto all them in the mountains that they should keep the strait ways of the mountains, and so the children of Israel did as the priest had ordained. Then Eliachim, the priest, went about all Israel and said to them: Know ye that God hath heard your prayers, if ye abide and continue in your prayers and fastings in the sight of God. Remember ye of Moses, the servant of God, which overthrew Amalek trusting in his strength, and in his power, in his host, in his helmets, in his chariots, and in his horsemen; not fighting with iron, but with praying of holy prayers. In like wise shall it be with all the enemies of Israel if ye persevere in this work that ye have begun. With this exhortation they continued praying God. They persevered in the sight of God, and also they that offered to our Lord were clad with sackcloth, and had ashes on their heads, and with all their heart they prayed God to visit his people Israel. It was told to Holofernes prince of the knighthood of the Assyrians that the children of Israel made them ready to resist him, and had closed the ways of the mountains, and he was burned in overmuch fury in great ire. He called all the princes of Moab and dukes of Ammon and said to them: Say ye to me, what people is this that besiege the mountains, or what or how many cities have they? And what is their virtue, and what multitude is of them? Or who is king of their knighthood? Then Achior, duke of all of them of Ammon, answering said: If thou deignest to hear me I shall tell thee truth of this people that dwelleth in the mountains, and there shall not issue out of my mouth one false word. This people dwelled first in Mesopotamia, and was of the progeny of the Chaldees, but would not dwell there for they would not follow the gods of their fathers that were in the land of Chaldees, and going and leaving the ceremonies of their fathers, which was in the multitude of many gods, they honored one, God of heaven, which commanded them to go thence that they should dwell in Canaan. Then after was there much hunger, that they descended into Egypt, and there abode four hundred years, and multiplied that they might not be numbered. When the king of Egypt grieved them in his buildings, bearing clay tiles, and subdued them, they cried to their Lord, and he smote the land of Egypt with divers plagues. When they of Egypt had cast them out from them, the plagues ceased from them and then they would have taken them again and would have called them to their service, and they fleeing, their God opened the sea to them that they went through dry-foot, in which the innumerable host of the Egyptians pursuing them were drowned, that there was not one of them saved for to tell to them that came after them. They passed thus the Red Sea, and he fed them with manna forty years, and made bitter waters sweet, and gave them water out of a stone. And wheresoever this people entered without bow or arrow, shield or sword, their God fought for them, and there is no man may prevail against this people but when they departed from the culture and honor of their God. And as oft as they have departed from their God and worshipped other strange gods, so oft have they been overcome with their enemies. And when they repent and come to the knowledge of their sin, and cry their God mercy, they be restored again, and their God giveth to them virtue to resist their enemies. They have overthrown Cananeum the king, Jebusee, Pheresee, Eneum, Etheum and Amoreum, and all the mighty men in Esebon, and have taken their lands and cities and possess them, and shall, as long as they please their God. Their God hateth wickedness, for tofore this time when they went from the laws that their God gave to them, he suffered them to be taken of many nations into captivity, and were disperpled. And now late they be come again and possess Jerusalem wherein is sancta sanctorum, and be come over these mountains whereas some of them dwell. Now therefore, my lord, see and search if there be any wickedness of them in the sight of their God, and then let us go to them, for their God shall give them into thy hands and they shall be subdued under the yoke of thy power.

And when Achior had said thus, all the great men about Holofernes were angry and had thought for to have slain him, saying each to other: Who is this that may make the children of Israel resist the king Nebuchadnezzar and his army and host? Men cowards and without might and without any wisdom of war. Therefore that Achior may know that he saith not true, let us ascend the mountains, and when the mighty men of them be taken let him be slain with them, that all men may know that Nebuchadnezzar is god of the earth, and that there is none other but he. Then when they ceased to speak, Holofernes having indignation said to Achior: Because thou hast prophesied to us of the children of Israel saying, that their God defend them, I shall show to thee that there is no god but Nebuchadnezzar, for whom we have overcome them all and slain them as one man, then shalt thou die with them by the sword of the Assyrians, and all Israel shall be put into ruin and perdition, and then shall be known that Nebuchadnezzar is lord of all the earth, and the sword of my knighthood shall pass through thy sides. And thou shalt depart hence and go to them, and shalt not die unto the time that I have them and thee. And when I have slain them with my sword thou shalt in like wise be slain with like vengeance. After this Holofernes commanded his servants to take Achior, and lead him to Bethulia and to put him in the hands of them of Israel. And so they took Achior and ascended the mountains, against whom came out men of war. Then the servants of Holofernes turned aside and bound Achior to a tree hands and feet with cords, and left him and so returned to their lord. Then the sons of Israel coming down from Bethulia loosed and unbound him, and brought him to Bethulia, and he being set amid the people was demanded what he was, and why he was so sore there bounden. And he told to them all the matter like as it is aforesaid, and how Holofernes had commanded him to be delivered unto them of Israel. Then all the people fell down on to their faces worshipping God, and with great lamentation and weeping, with one will made their prayers unto our Lord God of heaven, and that he would behold the pride of them, and to the meekness of them of Israel, and to take heed to the faces of his hallows and show to them his grace and not forsake them, and prayed God to have mercy on them and defend them from their enemies. And on that other side, Holofernes commanded his hosts to go up and assail Bethulia, and so went up, of footmen one hundred and twenty thousand, and twelve thousand horsemen, and besieged the town, and took their water from them, insomuch that they that were in the town were in great penury of water, for in all the town was not water enough for one day, and such as they had was given to the people by measure. Then all the people young and old came to Ozias which was their prince, with Charmis and Gothoniel, all with one voice crying: God the Lord deem between us and thee, for thou hast done to us evil what thou spakest not peaceably with Assyrians, for now we shall be delivered into the hands of them. It is better for us to live in captivity under Holofernes and live, than to die here for thirst, and see our wives and children die before our eyes. And when they had made this piteous crying and yelling, they went all to their church, and there a long while prayed and cried unto God knowledging their sins and wickedness, meekly beseeching him to show his grace and pity on them. Then at last Ozias arose up, and said to the people: Let us abide yet five days, and if God send us no rescue ne help us not in that time that we may give glory to his name, else we shall do as ye have said. And when that Judith heard thereof, which was a widow and a blessed woman, and was left widow three years and six months.

After that Manasses her husband died, anon she went into the overest part of her house in which she made a privy bed, which she and her servants closed, and having on her body a hair [hair cloth], had fasted all the days of her life save Sabbaths and new moons, and the feasts of the house of Israel. She was a fair woman and her husband had left her much riches, with plentiful meiny, and possessions of droves of oxen and flocks of sheep, and she was a famous woman and dreaded God greatly. And when she had heard that Ozias had said, that the fifth day the city should be given over if God helped them not, she sent for the priests Chambris and Charmis and said to them: What is this word in which Ozias hath consented that the city should be delivered to the Assyrians if within five days there come no help to us? And who be ye that tempt the Lord God? This word is not to stir God to mercy but rather to arouse wrath and woodness. Ye have set a time of mercy doing by God, and in your doom ye have ordained a day to him. O good Lord, how patient is he, let us ask him for forgiveness with weeping tears; he shall not threaten as a man, ne inflame in wrath as a son of a man, therefore meek we our souls to him and in a contrite spirit and meeked, serve we to him, and say we weeping to God, that after his will he show to us his mercy, and as our heart is troubled in the pride of them, so also of our humbleness and meekness let us be joyful. For we have not followed the sin of our fathers that forsook their God and worshipped strange gods, wherefore they were given and be taken into hideous and great vengeance, into sword, ravin, and into confusion to their enemies; we forsooth know no other god but him. Abide we meekly the comfort of him, and he shall keep us from our enemies and he shall make all gentiles that arise against him, and shall make them without worship the Lord our God. And now ye brethren, ye that be priests, on whom hangeth the life of the people of God, pray ye unto Almighty God that he make me steadfast in the purpose that I have proposed. Ye shall stand at the gate and I shall go out with my handmaid. And pray ye the Lord that he steadfast make my soul, and do ye nothing till I come again.

And then Judith went into her oratory, and arrayed her with her precious clothing and adornments, and took unto her handmaid certain victuals such as she might lawfully eat, and when she had made her prayers unto God she departed in her most noble array toward the gate, whereas Ozias and the priests abode her, and when they saw her they marvelled of her beauty. Notwithstanding they let her go, saying: God of our fathers give thee grace and strengthen all the counsel of thine heart with his virtue and glory to Jerusalem, and be thy name in the number of saints and of righteous men. And they all that were there said: Amen, and, fiat! fiat! [let it be done]. Then she praising god passed through the gate, and her handmaid with her. And when she came down the hill, about the springing of the day, anon the spies of the Assyrians took her saying: Whence comest thou, or whither goest thou? The which answered: I am a daughter of the Hebrews and flee from them, knowing that they shall be taken by you, and come to Holofernes for to tell him their privities, and I shall show him by what entry he may win them, in such wise as one man of his host shall not perish. And the men that heard these words beheld her visage and wondered of her beauty, saying to her: Thou hast saved thy life because thou hast founden such counsel, come therefore to our Lord, for when thou shalt stand in his sight he shall accept thee. And they led her to the tabernacle of Holofernes. And when she came before him anon Holofernes was caught by his eyes, and his tyrant knights said to him: Who despised the people of Jews that have so fair women, that not for them of right we ought to fight against them? And so Judith seeing Holofernes sitting in his canape that was of purple, of gold, smaragdos and precious stones within woven, and when she had seen his face she honored him, falling down herself unto the earth. And the servants of Holofernes took her up, he so commanding. Then Holofernes said to her: Be thou not afeard ne dread thee not. I never grieved ne noyed man that would serve Nebuchadnezzar. Thy people soothly, if they had not despised me, I had not raised my people ne strength against them. Now tell to me the cause why thou wentest from them, and that it hath pleased thee to come to us. And Judith said: Take the words of thine handmaid, and if thou follow them, a perfect thing God shall do with thee. Forsooth Nebuchadnezzar is the living king of the earth, and thou hast his power for to chastise all people, for men only serve not him, but also the beasts of the field obey to him, his might is known over all. And the children of Israel shall be yielded to thee, for their God is angry with them for their wickedness. They be enfamined and lack bread and water, they be constrained to eat their horse and beasts, and to take such holy things as be forbidden in their law, as wheat, wine, and oil, all these things God hath showed to me. And they purpose to waste such things as they ought not touch, and therefore and for their sins they shall be put in the hands of their enemies, and our Lord hath showed me these things to tell thee. And I thine handmaid shall worship God, and shall go out and pray him, and come in and tell thee what he shall say to me, in such wise that I shall bring thee through the middle of Jerusalem, and thou shalt have all the people of Israel under thee, as the sheep be under the shepherd, insomuch there shall not an hound burk against thee. And because these things be said to me by the providence of God, and that God is wroth with them, I am sent to tell thee these things.

Forsooth, all these words pleased much to Holofernes, and to his people, and they marvelled of the wisdom of her. And one said to another. There is not such a woman upon earth in sight, in fairness, and in wit of words. And Holofernes said to her: God hath done well that he hath sent thee hither for to let me have knowledge, and if thy God do to me these things he shall be my God, and thou and thy name shall be great in the house of Nebuchadnezzar. Then commanded Holofernes her to go in where his treasure lay, and to abide there, and to give to her meat from his feast, to whom she said that she might not eat of his meat, but that she had brought meat with her for to eat. Then Holofernes said: When that meat faileth what shall we give to thee to eat? And Judith said that she should not spend all till God shall do in my hands those things that I have thought. And the servants led her into his tabernacle, and she desired that she might go out in the night and before day to pray, and come in again. And the lord commanded his cubiculers that she should go and come at her pleasure three days during. And she went out into the valley of Bethulia and baptized her in the water of the well. And she stretched her hands up to the God of Israel, praying the good Lord that he would govern her way for to deliver his people; and thus she did unto the fourth day. Then Holofernes made a great feast, and sent a man of his, named Bagoas, for to entreat Judith to come eat and drink with him. And Judith said: What am I that should gainsay my lord's desire. I am at his commandment, whatsomever he will that I do, I shall do, and please him all the days of my life. And she rose and adorned herself with her rich and precious clothes, and went in and stood before Holofernes, and Holofernes' heart was pierced with her beauty, and he said to her: Sit down and drink in joy, for thou hast found grace before me. Judith said: I shall drink my lord, for my life is magnified this day before all the days of my life. And she ate and drank such as her handmaid had ordained for her. And Holofernes was merry and drank so much wine that he never drank so much in one day in all his life, and was drunken. And at even, when it was night, Holofernes went into his bed, and Bagoas brought Judith in to his chamber and closed the door. And when Judith was alone in the chamber, and Holofernes lay and slept in overmuch drunkenness, Judith said to her handmaid that she should stand without forth before the door of the privy chamber and wait about, and Judith stood before the bed praying with tears and with moving of her lips secretly, saying: O Lord God of Israel, conform me in this hour to the works of my hands, that thou raise up the city of Jerusalem as thou hast promised, and that I may perform this that I have thought to do. And when she had thus said, she went to the pillar that was at his bed's head, and took his sword and loosed it, and when she had drawn it out, she took his hair in her hand and said: Confirm me God of Israel in this hour, and smote twice in the neck and cut off his head, and left the body lie still, and took the head and wrapped it in the canape and delivered it to her maid, and bade her to put it in her scrip, and they two went out after their usage to pray. And they passed the tents, and going about the valley came to the gate of the city, and Judith said to the keepers of the walls: Open the gates, for God is with us that hath done great virtue in Israel. And anon when they heard her call, they called the priests of the city, and they came running for they had supposed no more to have seen her, and lighting lights all went about her.

She then entered in and stood up in a high place and commanded silence, and said: Praise ye the Lord God that forsaketh not men hoping in him; and in me his handwoman, hath fulfilled his mercy that he promised to the house of Israel, and hath slain in my hand the enemy of his people this night. And then she brought forth the head of Holofernes and showed it to them, saying: Lo! here the head of Holofernes, prince of the chivalry of Assyrians, and lo! the canape of him in which he lay in his drunkenhood, where our Lord hath smitten him by the hand of a woman. Forsooth God liveth, for his angel kept me hence going, there abiding, and from thence hither returning, and the Lord hath not suffered me, his handwoman, to be defouled, but without pollution of sin hath called me again to you joying in his victory, in my escaping and in your deliverance. Knowledge ye him all for good, for his mercy is everlasting, world without end. And all they, honoring our Lord, said to her: The Lord bless thee in his virtue, for by thee he hath brought our enemies to naught. Then Ozias, the prince of the people, said to her: Blessed be thou of the high God before all women upon earth, and blessed be the Lord that made heaven and earth, that hath addressed thee in the wounds of the head of the prince of our enemies. After this Judith bade that the head should be hanged up on the walls, and at the sun rising every man in his arms issue out upon your enemies, and when their spies shall see you, they shall run into the tent of their prince, to raise him and to make him ready to fight, and when his lords shall see him dead, they shall be smitten with so great dread and fear that they shall flee, whom ye then shall pursue, and God shall bring them and tread them under your feet. Then Achior seeing the virtue of the God of Israel, left his old heathen's customs and believed in God, and put himself to the people of Israel, and all the succession of his kindred unto this day. Then at the springing of the day they hung the head of Holofernes on the walls, and every man took his arms and went out with great noise, which thing seeing, the spies ran together to the tabernacle of Holofernes, and came making noise for to make him to arise, and that he should awake, but no man was so hardy to knock or enter into his privy chamber. But when the dukes and leaders of thousands came, and other, they said to the privy chamberlains: Go and awake your lord, for the mice be gone out of their caves and be ready to call us to battle. Then Bagoas went into his privy chamber and stood before the curtain, and clapped his hands together. And when he perceived no moving of him, he drew the curtain and seeing the dead body of Holofernes, without head, lying in his blood, cried with great voice, weeping and rending his clothes, and went in to the tabernacle of Judith and found her not, and started out to the people and said: A woman of the Hebrews hath made confusion in the house of Nebuchadnezzar, she hath slain Holofernes, and he is dead, and she hath his head with her.

And when the princes and captains of the Assyrians heard this, anon they rent their clothes, and intolerable dread fell on them, and were sore troubled in their wits and made a horrible cry in their tents. And when all the host had heard how Holofernes was beheaded, counsel and mind flew from them, and with great trembling for succor began to flee, in such wise that none would speak with other, but with their heads bowed down fled for to escape from the Hebrews, whom they saw armed coming upon them, and departed fleeing by fields and ways of hills and valleys. And the sons of Israel, seeing them fleeing, following them, crying with trumps and shouting after them, and slew and smote down all them that they overtook. And Ozias sent forth unto all the cities and regions of Israel, and they sent after all the young men and valiant to pursue them by sword, and so they did unto the uttermost coasts of Israel. The other men soothly, that were in Bethulia, went in to the tents of the Assyrians, and took all the prey that the Assyrians had left, and when the men had pursued them were returned, they took all their beasts and all the movable goods and things that they had left, so much that every man from the most to the least were made rich by the prey that they took. Then Joachim the high bishop of Jerusalem came unto Bethulia, with all the priests, for to see Judith, and when she came tofore them all, they blessed her with one voice, saying: Thou glory of Jerusalem, thou gladness of Israel, thou the worship doing of our people, thou didst manly, and thy heart is comforted because thou lovedst chastity and knewest no man after the death of thy husband, and therefore the hand of God hath comforted thee. And therefore thou shalt be blessed world without end, and all the people said: Fiat! fiat! be it done, be it done. Certainly the spoils of the Assyrians were unnethe gathered and assembled together in thirty days, of the people of Israel, but all the proper riches that were appertaining to Holofernes and could be found that had been his, they were given to Judith as well gold, silver, gems, clothes, as all other appurtenances to household; and all was delivered to her of the people, and the folks, with women and maidens, joyed in organs and harps. Then Judith sang this song unto God saying: Begin ye in timbrels, sing ye to the Lord in cymbals, mannerly sing to him a new psalm. Fully joy ye, and inwardly call ye his name, and so forth. And for this great miracle and victory all the people came to Jerusalem for to give laud, honor, and worship unto our Lord God. And after they were purified they offered sacrifices, vows, and behests unto God, and the joy of this victory was solemnized during three months, and after that, each went home again into his own city and house, and Judith returned into Bethulia, and was made more great and clear to all men of the land of Israel. She was joined to the virtue of chastity, so that she knew no man all the days of her life after the death of Manasses, her husband, and dwelled in the house of her husband an hundred and five years, and she left her demoiselle free. After this she died and is buried in Bethulia and all the people bewailed her seven days. During her life after this journey was no trouble among the Jews, and the day of this victory of the Hebrews was accepted for a feastful day, and hallowed of the Jews and numbered among their feasts unto this day.