At no point in the apocryphal text does Judith, a wise and beautiful Jewish widow, sit on Holofernes, the Assyrian general laying siege to her city. Yet, in 1525, Barthel Beham, a young artist from Nuremberg, created Judith Seated on the Body of Holofernes, an engraving in which a voluptuous nude Judith sits atop Holofernes’s nude torso. Neither the textual nor the visual traditions explain Beham’s choice to perch the chaste woman on top of her slain enemy, so what sources inspired the printmaker? What is the meaning of Judith’s provocative position? The tiny printed image depicts the relationship between a male figure and a female figure. Thus, in order to appreciate the complexity of that relationship, I begin this thesis by reviewing what it meant to be a man and what it meant to be a woman in early sixteenth-century Germany. Because gender roles and the dynamics between the sexes were so complex, I encourage scholars to reevaluate Weibermacht (Power of Women) imagery. The nudity of Beham’s Judith and her intimate proximity to Holofernes suggest that Judith Seated on the Body of Holofernes is a Weibermacht print. In fact, Judith’s pose specifically echoes that of Phyllis riding Aristotle, a popular Weibermacht narrative. The combined eroticism of Judith’s exposed body and her compromising position would have appealed broadly to male viewers, but Beham likely targeted an erudite audience of well-educated, affluent men when he designed the multivalent print. Through close visual analysis and careful consideration of which prints circulated in early sixteenth-century Nuremberg, I argue that Beham’s Judith resembles witches riding backwards on goats, crouching Venuses, and a woman in the “reverse-cowgirl” sex position. Admittedly, it is impossible to know which sources Beham studied in preparation for Judith Seated on the Body of Holofernes, but I am inclined to believe that he wanted each of those jocular references to enrich the meaning of his work, providing a witty commentary on the power of women. But regardless of the artist’s intentionality, I think visually literate viewers would have recognized and enjoyed decoding the layers of meaning in Beham’s odd engraving. / text