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But when he spide the ioyous butterflie
In this faire plot dispacing* too and fro, 250
Fearles of foes and hidden ieopardie,
Lord! how he gan for to bestirre him tho,
And to his wicked worke each part applie!
His heart did earne** against his hated foe,
And bowels so with rankling poyson swelde, 255
That scarce the skin the strong contagion helde.
[* Dispacing, ranging about.]
[** Earne, yearn.]

The cause why he this flie so maliced*
Was (as in stories it is written found)
For that his mother which him bore and bred,
The most fine-fingred workwoman on ground, 260
Arachne, by his meanes was vanquished
Of Pallas, and in her owne skill confound**,
When she with her for excellence contended,
That wrought her shame, and sorrow never ended.
[* Maliced, bore ill-will to.]
[** Confound, confounded.]

For the Tritonian goddesse, having hard 265
Her blazed fame, which all the world had fil’d,
Came downe to prove the truth, and due reward
For her prais-worthie workmanship to yeild:
But the presumptuous damzel rashly dar’d
The goddesse selfe to chalenge to the field, 270
And to compare with her in curious skill
Of workes with loome, with needle, and with quill.

Minerva did the chalenge not refuse,
But deign’d with her the paragon* to make:
So to their worke they sit, and each doth chuse 275
What storie she will for her tapet** take.
Arachne figur’d how love did abuse
Europa like a bull, and on his backe
Her through the sea did beare; so lively@ seene,
That it true sea and true bull ye would weene. 280
[* Paragon, comparison.]
[** Tapet, tapestry.]
[@ Lively, life-like.]

Shee seem’d still backe unto the land to looke,
And her play-fellowes aide to call, and feare
The dashing of the waves, that up she tooke
Her daintie feete, and garments gathered neare:
But Lord! how she in everie member shooke, 285
When as the land she saw no more appeare,
But a wilde wildernes of waters deepe:
Then gan she greatly to lament and weepe.

Before the bull she pictur’d winged Love,
With his yong brother Sport, light fluttering 290
Upon the waves, as each had been a dove;
The one his bowe and shafts, the other spring*
A burning teade** about his head did move,
As in their syres new love both triumphing;
And manie Nymphes about them flocking round, 295
And manie Tritons which their homes did sound.
[* Spring, springal, youth.]
[** Teade, torch.]

And round about her-worke she did empale*
With a faire border wrought of sundrie flowres,
Enwoven with an yviewinding trayle:
A goodly worke, full fit for kingly bowres, 300
Such as Dame Pallas, such as Envie pale,
That al good things with venemous tooth devowres,
Could not accuse. Then gan the goddesse bright
Her selfe likewise unto her worke to dight.
[* Empale, inclose.]