Arphaxad and overthrew his power and, all his horsemen and chariots, and took his cities even unto Ecbatane, and spoiled the streets thereof, and turned the beauty of the city into shame.  He also took Arphaxad in the mountains of Ragau and smote him.  So he returned to Nineve with all his company of sundry nations and feasted.  In the eighteenth year, Nabuchodonosor called the chief captain of his army, Holofernes, and commanded him to take one hundred and twenty thousand footmen and twelve thousand horsemen and go against all the west country because they had disobeyed his commandment.  He charged also Holofernes to spare none that would not yield, and put them to the slaughter, and spoil them.  And the army went forth with a great number of allies like locusts into Cilicia, and destroyed Phud and Lud, and all the children of Rasses and Ishmael.  Then the army went over Euphrates and went through Mesopotamia, and destroyed all the high cities on the river Arbonai to the sea, and then to Japheth over against Arabia, and Media and Damascus, and burned up their tabernacles, destroyed their flocks and herds, utterly wasted their countries, and smote all their young men with the edge of the sword.  Then fear fell upon the inhabitants of Tyrus and Sidon, on the sea coasts, who sent ambassadors unto Holofernes, and made submission.  He received them, yet he cast down their frontiers, cut down their groves, destroyed all the gods of the land, and decreed that all the nations should worship Nabuchodonosor only, and call upon him as God.

Now, the children of Israel that dwelt in Judea, who were newly returned from captivity, were exceedingly afraid for Jerusalem and for the Temple of the Lord their God.  Therefore, they possessed themselves of all tops of the high mountains, and fortified the villages, and laid up victuals for the provision of war.  And Joacim and all the priests ministered unto the Lord in the Temple, and offered sacrifices and prayed that he would not give the children of Israel for a prey, their wives for a spoil, the cities of their inheritance to destruction, and the sanctuary to profanation.

Holofernes was very angry when he heard this.  And Achior, captain of the sons of Ammon, told Holofernes what the Jews were, their history, and what their God had done for them; and advised Holofernes not to meddle with them.  There was then tumult in the council of the Assyrian host, and Holofernes despised the God of the people of Israel, and sent Achior to the children of Israel that were in Bethulia, in the hill country.  Then Holofernes with all his army besieged Bethulia, and took possession of the fountains of water, so that the inhabitants fainted for thirst, and there was no longer any strength in them.  They murmured against the governors, and called upon them to deliver the city to Holofernes and his army.  Ozias, the chief of the city, said:  Brethren, be of good courage; let us yet endure five days, in which space the Lord our God may turn his mercy towards us; for he will not forsake us utterly.