Catholic Commentary
Holofernes Musters the Army
14So Holofernes went out from the presence of his lord, and called all the governors, the captains, and officers of the army of Asshur.15He counted chosen men for the battle, as his lord had commanded him, to one hundred twenty thousand, with twelve thousand archers on horseback.16He arranged them as a great multitude is ordered for the war.17He took camels, donkeys, and mules for their baggage, an exceedingly great multitude, and sheep, oxen, and goats without number for their provision,18and a large supply of rations for every man, and a huge amount of gold and silver out of the king’s house.19He went out, he and all his army, on their journey, to go before King Nebuchadnezzar, and to cover all the face of the earth westward with their chariots, horsemen, and chosen footmen.20A great company of various nations went out with them like locusts and like the sand of the earth. For they could not be counted by reason of their multitude.
Judith 2:14–20 describes Holofernes marshaling a vast Assyrian military force of 120,000 foot soldiers and 12,000 mounted archers with enormous provisions, explicitly copying Exodus plague language to portray this army as locusts advancing westward toward Israel. The passage establishes that despite Holofernes' immense power and resources, he remains merely an instrument of King Nebuchadnezzar's will, a derivative authority whom the narrative will ultimately contrast with divine sovereignty.
Holofernes assembles impossible odds not to guarantee his victory, but to make God's intervention unmistakable when it comes.
Commentary
Judith 2:14 — The Chain of Command "Holofernes went out from the presence of his lord" establishes the strict hierarchy of earthly power: Nebuchadnezzar commands, Holofernes obeys, and the entire machinery of empire is set in motion. The phrase "from the presence of his lord" echoes court language found throughout ancient Near Eastern literature and Scripture (cf. Esth 1:19; 1 Kgs 1:28), underscoring that Holofernes acts solely as an instrument of another man's will. This detail is theologically significant: Holofernes is powerful, but he is derivative. His power has a human source, which the Book of Judith will contrast sharply with the divine source of Judith's coming action.
Judith 2:15 — The Counting of Warriors The enumeration of 120,000 foot soldiers and 12,000 mounted archers is a deliberate literary convention of ancient warfare narrative meant to convey crushing, irresistible force. The number 120,000 recalls the multitudes of Nineveh (Jon 4:11) and the slaughtered Midianite forces in Numbers. The precision of the count — "as his lord had commanded him" — stresses perfect compliance. Holofernes is a machine of execution, not initiative. Yet in counting his forces, he implicitly places his confidence in the arm of flesh (Jer 17:5), a posture the biblical narrator will expose as folly.
Judith 2:16 — Ordered for Battle "He arranged them as a great multitude is ordered for the war" signals professional, disciplined military organization. This is not a rabble; it is the finest war machine of the ancient world. The narrator wants the reader to feel the weight of what Israel is about to face. There is no tactical or military solution available to the people of God — only the logic of faith.
Verses 17–18 — Logistical Enormity The meticulous cataloguing of camels, donkeys, mules, sheep, oxen, goats, rations, gold, and silver serves multiple functions. First, it conveys the self-sufficiency of this army: it carries its own world with it, needing nothing from the peoples it will conquer. Second, the gold and silver "out of the king's house" hints at the plunder economy of empire — wealth extracted from subject peoples, now bankrolling further subjugation. Third, and ironically, all these provisions will ultimately be seized as spoil by Israel (Jdt 15:11), reversing the flow of wealth and power.
Judith 2:19 — To Cover the Face of the Earth The phrase "cover all the face of the earth westward" is a direct allusion to the plague of locusts in Exodus 10:5, 15, where the locusts "covered the face of the whole earth." This is not accidental. The narrator is typologically casting Holofernes and his host as a new Pharaonic plague — a force of death and darkness sweeping toward God's people. As the Exodus plague was broken by God's power, so too will this one be. The mention of "chariots, horsemen, and chosen footmen" further echoes Pharaoh's army (Exod 14:9), reinforcing the Exodus typology that pervades Judith.
Judith 2:20 — Like Locusts, Like Sand The double simile — "like locusts and like the sand of the earth" — completes the picture of humanly uncountable, unstoppable force. The locust image evokes Joel 1–2 and the great Day of the LORD, where locusts represent divine judgment. The "sand of the sea" simile for immense armies appears in Judges 7:12 (the Midianite host against Gideon) and Joshua 11:4 (the Canaanite coalition). Each of those enemies, despite their numbers, was routed by God. The knowing reader recognizes a pattern: God's victories come precisely when the odds are most impossible. The uncountable army is not a sign of Holofernes' ultimate triumph — it is the dramatic setup for God's.
Catholic Commentary
Catholic tradition reads the Book of Judith as a meditation on the theology of divine power made perfect in human weakness (2 Cor 12:9). The Church Fathers consistently interpreted Judith herself as a type of the Church — and specifically of the Virgin Mary — who, small and apparently defenseless, crushes the head of the serpent (Gen 3:15). The assembly of Holofernes' army in these verses functions, therefore, as the gathering of all the forces of sin and death arrayed against the People of God. Its sheer scale is a theological statement about the nature of evil: it is loud, overwhelming, and seemingly invincible.
St. Clement of Alexandria (Stromata IV) cites Judith among those who demonstrate that divine virtue surpasses worldly power. The Catechism of the Catholic Church (§2116) warns against placing final trust in earthly powers, while CCC §303 affirms that "God is the sovereign master of his plan" and that no human force, however vast, can frustrate divine providence.
The logistical enumeration of gold, silver, and provisions (vv. 17–18) resonates with the Church's perennial teaching on the spiritual danger of trusting in wealth and military might over God (cf. Ps 20:7: "Some trust in chariots, and some in horses, but we trust in the name of the LORD our God"). Pope Benedict XVI, in Deus Caritas Est (§1), reminded the faithful that love — not force — is the ultimate power that reshapes history. The army of Holofernes represents the anti-type of this truth: raw power without love, order without justice, abundance without righteousness.
The deuterocanonical status of Judith, affirmed by the Council of Trent (1546), means Catholic readers receive this text as fully inspired Scripture, not merely pious legend — and so its theological witness carries the full weight of the Word of God.
For Today
The image of an army so vast it cannot be counted is not merely ancient. Every Catholic today faces forces — cultural, ideological, political, spiritual — that can feel exactly like Holofernes' host: coordinated, well-resourced, and designed to overwhelm. The temptation is to respond in kind: to trust in numbers, money, institutional influence, or political strategy as the primary means of defense. These verses gently mock that temptation. The narrator spends six verses cataloguing the enemy's strength precisely so that, when a single widow defeats him, no one can credit human cleverness.
The practical invitation here is to an honest audit of where we place our confidence. When a Catholic faces opposition to the faith — in the workplace, in their family, in the public square — the first question these verses ask is: are you counting your resources, or are you trusting God's? This is not quietism; Judith herself acts with intelligence and courage. But her action flows from fasting, prayer, and radical dependence on God (Jdt 8–9), not from a favorable assessment of the odds. The contemporary Catholic is called to the same ordering of means: prayer and virtue first, prudent action second, and absolute trust in God's sovereign power throughout.
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