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And round about her work she did empale,
With a fair border, wrought of sundry flow'rs,
Enwoven with an ivy-winding trayle ;
A goodly work, full fit for kingly bow'rs,
Such as dame Pallas, such as Envy pale,
That all good things with venemous tooth devours,
Could not accuse. Then 'gan the goddess bright
Her self likewise unto her work to dight.
She made the story of the old debate
Which she with Neptune did for Athens try;
Twelve gods do sit around in royal state,
And Jove in midst with awful majesty,
To judge the strife between them stirred late;
Each of the gods by his like visnomy
Eath to be known, but Jove above them all,
By his great looks and power imperial.
Before them stands the god of seas in place,
Claiming that sea-coast city as his right,
And strikes the rocks with his three-forked mace,
Whenceforth issues a warlike steed in sight,
The sign by which he challengeth the place,
That all the gods, which saw his wondrous might
Did surely deem the victory his due;
But seldom seen forejudgment proveth true.
Then to her self she gives her Ægide shield,
And steel-head spear, and morion on her head,
Such as she oft is seen in warlike field;
Then sets she forth, how with her weapon dred
She smote the ground, the which straight forth did

yield
A fruitful olive-tree, with berries spred,
That all the gods admir'd; then all the story
She compass'd with a wreath of olives hoary.
Emongst those leaves she made a Butterfly
With excellent device and wondrous slight,
Fluttring among the olives wantonly,
That seem'd to live, so like it was in sight;
Vol. I.

D

The velvet nap which on bis wings doth lie,
The silken down with which his back is dight,
His broad out-stretched horns, his airy thighs,
His glorious colours, and his glistering eyes.
Which when Arachne saw, as overlaid
And mastered with workmanship so rare,
She stood astonied long, ne ought gainsaid,
And with fast fixed eyes on her did stare,
And by her silence, sign of one dismaid,
The victory did yield her as her share;
Yet did she inly fret and felly burn,
And all her blood to poisonous rancour turn.
That shortly from the shape of womanhed,
Such as she was when Pallas she attempted,
She grew to hideous shape of drerihed,
Pined with grief of folly late repented :
Eftsoons her white strait legs were altered
To crooked crawling shanks, of marrow empted,
And her fair face to foul and loathsom hue,
And her fine corps to a bag of venom grew.
This cursed creature, mindful of that old
Enfestred grudge the which his mother felt,
So soon as Clarion he did behold,
His heart with vengeful malice inly swelt,
And weaving straight a net with many a fold
About the cave, in which he lurking dwelt,
With fine small cords about it stretched wide,
So finely spun that scarce they could be spide.
Not any damsel, which her vaunteth most
In skilful knitting of soft silken twine,
Nor any weaver, which his work doth boast
In diaper, in damask, or in lyne ;
Nor any skill'd in workmanship emboss'd;
Nor any skill'd in loups of fingring fine,
Might in their diverse cunning ever dare
With this so curious net-work to compare.

Ne do I think that that same subtile gin
The which the Lemnian god fram'd craftily,
Mars sleeping with his wife to compass in,
That all the gods, with common mockery,
Might laugh at them, and scorn their shameful sin,
Was like to this : this same he did apply
For to entrap the careless Clarion,
That rang'd each where without suspicion.
Suspicion of friend, nor fear of foe,
That hazarded his health, had he at all,
But walk'd at will and wandred to and fro,
In the pride of his freedom principal :
Little wist he his fatal future woe,
But was secure; the liker he to fall!
He likest is to fall into mischance
That is regardless of his governance.
Yet still Aragnol (so his foe was hight)
Lay lurking covertly him to surprise,
And all his gins that him entangle might,
Dress'd in good order as he could devise.
At length the foolish Fly, without foresight,
As he that did all danger quite despise,
Towards those parts came flying carelessly,
Where hidden was his fatal enemy.
Who seeing him, with secret joy therefore
Did tickle inwardly in every vein,
And his false heart, fraught with all treason's store,
Was fili'd with hope his purpose to obtain :
Himself he close upgathered more and more
Into his den, that his deceitful train
By his there being might not be bewraid,
Ne any .noise, ne any motion, made.
Like as a wily fox, that having spide
Where on a sunny bank the lambs do play,
Full closely creeping by the hinder side,
Lies in ambushment of his hoped prey,

Ne stirreth limb, till seeing ready tide
He rusheth forth, and snatcheth quite away
One of the little younglings unawares ;
So to his work Aragnol him prepares.
Who now shall give unto my heavy eyes
A well of tears, that all may overflow?
Or where shall I find lamentable cryes
And mournful tunes enough my grief to show ?
Help, O thou tragick Muse! me to devise,
Notes sad enough t express this bitter throw,
For loe! the drery stownd is now arrived,
That of all happiness hath us deprived.
The luckless Clarion, whether cruel Fate
Or wicked Fortune faultless him misled,
Or some ungracious blast out of the gate
Of Æole's reign perforce him drove on hed,
Was (0 sad hap, and hour unfortunate !)
With violent swift flight forth carried
Into the cursed cobweb which his foe
Had framed for his final overthrow.

There the fond Fly entangled, struggled long,
Himself to free thereout; but all in vain ;
For striving more, the more in laces strong
Himself he tide, and wrapt his winges twain
In limy snares the subtil loops among,
That in the end he breathless did remain,
And all his youthly forces idly spent,
Him to the mercy of th' avenger lent.
Which when the griesly tyrant did espy,
Like a grim lion rushing with fierce might
Out of his den, he seized greedily
On the resistless prey, and with fell spight,
Under the left wing strook his weapon sly
Into his heart, that his deep-groaning spright
In bloody streams forth fled into the air,
His body left the spectacle of care.

EPITHALAMION.
Y learned Sisters! which have oftentimes

Been to me aiding, others to adorn,
Whom ye thought worthy of your graceful rimes,
That ev'n the greatest did not greatly scorn
To hear their names sung in your simple layes,
But joyed in their praise ;
And when ye list your own mishap to mourn,
Which death, or love, or fortune's wreck, did raise,
Your string could soon to sadder tenour turn,
And teach the woods and waters to lament
Your doleful dreriment;
Now lay those sorrowful complaints aside,
And having all your heads with girlands crown'd,
Help me mine own love's praises to resound,
Ne let the same of any be envide:
So Orpheus did for his own bride;
So I unto my self alone will sing,
The woods shall to me answer, and my eccho ring.

Early before the world's light-giving lamp
His golden beam upon the hills doth spred,
Having disperst the night's unchearful damp,
Do ye awake, and with fresh lustihed,
Go to the bowre of my beloved love,
My truest turtle-dove,
Bid her awake, for Hymen is awake,
And long since ready forth his mask to move,
With his bright tead that flames with many a flake,
And many a batchelor to wait on him,
In their fresh garments trim;
Bid her awake, therefore, and soon her dight,
Por loe, the wished day is come at last,
That shall for all the pains and sorrows past
Pay to her usury of long delight;
And whilst she doth her dight,
Do ye to her of joy and solace sing,
That all the woods may answer, and your eccho ring.

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