The Zn finger transcription factor Zelda serves as a major hub in the early gene network. Zelda binds to CAGGTAG motifs in enhancers of early-expressed genes, which can be categorized into two types. Class I genes are uniformly expressed like Zelda, and absent in zelda- mutants, suggesting direct activation by Zelda. Class II genes are spatially-restricted patterning genes, which are delayed and sporadic in zelda- but nevertheless expressed, as they are primarily regulated by patterning factors such as Dorsal and Bicoid, suggesting a timing and potentiating role for Zelda. What determines whether Zelda will be a direct activator or a potentiator? We will discuss differences in RNA Polymerase II pausing, promoter motifs, and transcription factor binding that distinguish Zelda’s two different roles. In addition, we will present evidence that Zelda’s potentiating role is based on its ability to act like a pioneer factor and bind its motifs in nucleosomes. We discuss our model of how Zelda “scouts out” regions of high nucleosome occupancy, then upon binding to CAGGTAG motifs, displaces nucleosomes just enough for other factors to access the genome. In this way Zelda imparts “enhancer competence” globally during genome activation.