And whatso heavens in their secret doom
Ordained have, how can frail fleshly wight
Fore-cast, but it must needs to issue come?
The sea, the air, the fire, the day, the night,
And th' armies of their creatures all and some
Do serve to them, and with importune might
War against us, the vassals of their will:
Who then can save what they dispose to spill?

Not thou, O Clarion! though fairest thou
Of all thy kind, unhappy, happy Fly!
Whose cruel fate is woven even now
Of Jove's own hand, to work thy misery;
Ne may thee help the many a hearty vow
Which thy old sire with sacred piety

1

Hath poured forth for thee, and th' altars sprent;
Nought may thee save from heaven's avengement.

It fortuned (as Heavens had behight)
That in this garden where young Clarion
Was wont to solace him, a wicked wight,
The foe of fair things, th' author of confusion,
The shame of Nature, the bondslave of Spight,
Had lately built his hateful mansion,
And lurking closely, in await now lay,
How he might any in his trap betray.

But when he spide the joyous Butterfly
In this fair plot dispacing to and fro,
Fearless of foes and hidden jeopardy,
Lord! how he 'gan for to bestir him tho,
And to his wicked work each part apply!
His heart did yern against his hated fo,
And bowels so with rankling poison swell'd,
That scarce the skin the strong contagion held.

The cause why he this Fly 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,

Arachne, by his means was vanquished

Of Pallas, and in her own skill confound,
When she with her for excellence contended,
That wrought her shame, and sorrow never ended.

For the Tritonian goddess, having heard

Her blazed fame, which all the world had fill'd,
Came down to prove the truth, and due reward
For her praise-worthy workmanship to yield;
But the presumptuous damsel rashly dar'd
The goddess' self to challenge to the field,
And to compare with her in curious skill
Of works with loom, with needle, and with quill.

Minerva did the challenge not refuse,

But deign'd with her the paragon to make;
So to their work they sit, and each doth chuse
What story she will for her tapet take.
Arachne figur'd how Jove did abuse
Europa like a bull, and on his back

Her through the sea did bear, so lively seen,
That it true sea and true bull ye would ween.

She seem'd still back unto the land to look,
And her play-fellows' aid to call, and fear
The dashing of the waves, that up she took
Her dainty feet, and garments gathered near;
But (Lord!) how she in every member shook,
When as the land she saw no more appear,
But a wild wilderness of waters deep,
Then 'gan she greatly to lament and weep.

Before the bull she pictured winged Love,
With his young brother Sport, light fluttering
Upon the waves, as each had been a dove;
The one his bow and shafts, the other spring
A burning tead about his head did move,
As in their sire's new love both triumphing;
And many nymphs about them flocking round,
And many Tritons, which their horns did sound.

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 his 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.

did all

Who seeing him, with secret joy therefore

Did tickle inwardly in every vein,

And his false heart, fraught with all treason's store,
Was fill'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,