This study attempts to resolve some of the difficulties in understanding Zeph 2:1–3 by offering a holistic reading of the oracle presented in 1:2–2:3. It argues that the passage’s sacrificial imagery and the embedded polemic against the wealthy provide the key to understanding Zephaniah’s audience in Zeph 2:1–3. This analysis suggests that rather than attempting to persuade his audience to change their behavior—as is commonly argued—Zephaniah’s condemnation of the upper classes (e.g., שרים and עם־כנען) offers no hope for the repentant. Instead, Zephaniah extends the possibility of survival only to the poor (ענוי הארץ). This message is then contextualized within the Josianic reform movement to which the book’s heading attributes its content.