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She made the storie of the olde debate 305
Which she with Neptune did for Athens trie:
Twelve gods doo sit around in royall state,
And love in midst with awfull maiestie,
To iudge the strife betweene them stirred late:
Each of the gods by his like visnomie* 310
Eathe** to be knowen; but love above them all,
By his great lookes and power imperiall.
[* Visnomie, countenance.]
[** Eathe, easy.]

Before them stands the god of seas in place,
Clayming that sea-coast citie as his right,
And strikes the rockes with his three-forked mace;
Whenceforth issues a warlike steed in sight, 316
The signe by which he chalengeth the place;
That all the gods which saw his wondrous might
Did surely deeme the victorie his due:
But seldom seene, foreiudgement proveth true. 320

Then to herselfe she gives her Aegide shield,
And steel-hed speare, and morion * on her hedd,
Such as she oft is seene in warlicke field:
Then sets she forth, how with her weapon dredd
She smote the ground, the which streight foorth did yield 325
A fruitfull olyve tree, with berries spredd,
That all the gods admir’d; then all the storie
She compast with a wreathe of olyves hoarie.
[* Morion, steel cap.]

Emongst those leaves she made a butterflie,
With excellent device and wondrous slight, 330
Fluttring among the olives wantonly,
That seem’d to live, so like it was in sight:
The velvet nap which on his wings doth lie,
The silken downe with which his backe is dight,
His broad outstretched homes, his hayrie thies, 335
His glorious colours, and his glistering eies.

Which when Arachne saw, as overlaid *
And mastered with workmanship so rare,
She stood astonied long, ne ought gainesaid;
And with fast fixed eyes on her did stare, 340
And by her silence, signe of one dismaid,
The victorie did yeeld her as her share;
Yet did she inly fret and felly burne,
And all her blood to poysonous rancor turne:
[* Overlaid, overcome.]

That shortly from the shape of womanhed, 345
Such as she was when Pallas she attempted,
She grew to hideous shape of dryrihed*,
Pined with griefe of follie late repented:
Eftsoones her white streight legs were altered
To crooked crawling shankes, of marrowe empted, 350
And her faire face to foule and loathsome hewe,
And her fine corpes to a bag of venim grewe.
[* Dryrihed, sadness, unsightliness.]

This cursed creature, mindfull of that olde
Enfestred grudge the which his mother felt,
So soone as Clarion he did beholde, 355
His heart with vengefull malice inly swelt;
And weaving straight a net with mame a folde
About the cave in which he lurking dwelt,
With fine small cords about it stretched wide,
So finely sponne that scarce they could be spide, 360