Upon her fist the bird, which shonneth vew
And keepes in coverts close from living wight,
Did sitt, as yet ashamd how rude Pan did her dight.1

XLI.

So long as Guyon with her communed,2

Unto the grownd she cast her modest eye,

And ever and anone with rosy

red

The bashfull blood her snowy cheekes did dye,
That her became, as polisht yvory

Which cunning craftesman hand hath overlayd
With fayre vermilion or pure lastery.3

Great wonder had the Knight to see the Mayd
So straungely passioned, and to her gently said;

XLII.

"Fayre Damzell, seemeth by your troubled cheare, That either me too bold ye weene, this wise

You to molest, or other ill to feare

That in the secret of your hart close lyes,

From whence it doth, as cloud from sea, aryse:
If it be I, of pardon I you pray;

But, if ought else that I mote not devyse,
I will, if please you it discure,5 assay
To ease you of that ill, so wisely as I may."

XLIII.

She answerd nought, but more abasht for shame
Held downe her head, the whiles her lovely face

1 Dight, treat.

2 Communed, conversed.
3 Lastery, red color.

4 Passioned, confused.
5 Discure, reveal.

XL. 7.- The bird, &c.] The nymph Echo bore to Pan a daughter named Jynx, who was changed by Juno into a bird of the same name, which, in the lexicons and dictionaries is called "the Wryneck." Upton conjectures that Spenser, by his description, means the cuckow.

The flashing blood with blushing did inflame,
And the strong passion 1 mard her modest grace,
That Guyon mervayld at her uncouth cace2;
Till Alma him bespake; "Why wonder yee,
Faire Sir, at that which ye so much embrace?
She is the fountaine of your modestee;

You shamefast are, but Shamefastnes itselfe is shee."

XLIV.

Thereat the Elfe did blush in privitee,
And turnd his face away; but she the same
Dissembled 3 faire, and faynd to oversee.4
Thus they awhile with court and goodly game
Themselves did solace each one with his Dame,
Till that great Lady thence away them sought
To vew her Castles other wondrous frame:
Up to a stately turret she them brought,
Ascending by ten steps of alabaster wrought.

XLV.

That turrets frame most admirable was,
Like highest heaven compassed around,
And lifted high above this earthly masse,
Which it survewd, as hils doen lower ground:
But not on ground mote like to this be found;
Not that, which antique Cadmus whylome 5 built
In Thebes, which Alexander did confound;

Nor that proud towre of Troy, though richly guilt, [spilt. From which young Hectors blood by cruell Greekes was

1 Passion, emotion.

2 Uncouth cace, singular appearance.

3 Dissembled, pretended not to observe.

4 Oversee, overlook.
5 Whylome, formerly.
6 Guilt, gilded.

XLIII. 7. — Which ye so much embrace.] Why wonder ye at that of which you yourself have so large a share?'

XLV. 9.— From which young Hectors blood, &c.] Astyanax, the son of Hector, was thrown from the walls of Troy by the Greeks.

XLVI.

1

The roofe hereof was arched over head,
And deckt with flowers and herbars 1 daintily;
Two goodly beacons, set in watches stead,
Therein gave light, and flamd continually :
For they of living fire most subtilly

Were made, and set in silver sockets bright,
Cover'd with lids deviz'd of substance sly,2
That readily they shut and open might.

O, who can tell the prayses of that Makers might!

XLVII.

Ne can I tell, ne can I stay to tell,

This parts great workemanship and wondrous powre,
That all this other worldes worke doth excell,
And likest is unto that heavenly towre

That God hath built for his owne blessed bowre.
Therein were divers rowmes, and divers stages;
But three the chiefest and of greatest powre,
In which there dwelt three honorable Sages,
The wisest men, I weene, that lived in their ages.

XLVIII.

Not he, whom Greece, the nourse of all good arts,
By Phoebus doome the wisest thought alive,
Might be compar'd to these by many parts:
Nor that sage Pylian syre, which did survive
Three ages, such as mortall men contrive,3

1 Herbars, plants. 2 Sly, finely wrought. 3 Contrive, spend.

XLVI. 1. The roofe, &c.] The "arched roofe" is the skull; the "flowers and herbars," the hair; the "two goodly beacons," the eyes. XLVI. 3. — In watches stead.] In the place of watches.

XLVIII. 4.-Nor that sage Pylian syre.] Nestor.

By whose advise old Priams cittie fell,

With these in praise of pollicies mote strive.

These three in these three rowmes did sondry dwell, And counselled faire Alma how to governe well.

XLIX.

The First of them could things to come foresee;
The Next could of thinges present best advize;
The Third things past could keep in memoree:
So that no time nor reason could arize,
But that the same could one of these comprize.
Forthy the First did in the forepart sit,
That nought mote hinder his quicke preiudize2;
He had a sharpe foresight and working wit
That never idle was, ne once would rest a whit.

L.

His chamber was dispainted all within

With sondry colours, in the which were writ
Infinite shapes of thinges dispersed thin;
Some such as in the world were never yit,
Ne can devized be of mortall wit;

Some daily seene and knowen by their names,

Such as in idle fantasies do flit;

Infernall hags, centaurs, feendes, hippodames,3

Apes, lyons, aegles, owles, fooles, lovers, children, dames.

LI.

And all the chamber filled was with flyes

1 Forthy, therefore.

2 Preiudize, foresight.

3 Hippodames, sea-horses.

XLIX. 1.- The First of them.] The first of these personages is Imagination, the second, Judgment, and the third, Memory.

L. 9.-Apes, &c.] The singular group of objects which is here presented reminds one of the celebrated line

"Lutes, lobsters, seas of milk, and ships of amber."

Which buzzed all about, and made such sound
That they encombred all mens eares and eyes;
Like many swarmes of bees assembled round,
After their hives with honny do abound.
All those were idle Thoughtes and Fantasies,
Devices, Dreames, Opinions unsound,

Shewes, Visions, Sooth-sayes, and Prophesies;
And all that fained is, as Leasings, Tales, and Lies.

LII.

Emongst them all sate he which wonned 2 there,
That hight 3 Phantastes by his nature trew;
A man of yeares yet fresh, as mote appere,
Of swarth complexion, and of crabbed hew,
That him full of melancholy did shew;

Bent hollow beetle browes, sharpe staring eyes,
That mad or foolish seemd: one by his vew
Mote deeme him borne with ill-disposed skyes,
When oblique Saturne sate in th' house of agonyes.

LIII.

Whom Alma having shewed to her Guests,
Thence brought them to the second rowme, whose wals
Were painted faire with memorable gestes 5

Of famous wisards; and with picturals
Of magistrates, of courts, of tribunals,
Of commen wealthes, of states, of pollicy,

LII. 9.

1 Leasings, untruths.

2 Wonned, dwelt.

3 Hight, is called.

Oblique, unpropitious.
Gestes, deeds.

When oblique Saturne, &c.] Among astrologers, the influence of Saturn was always deemed malignant. Sir Thomas Browne, in his Religio Medici, says, "I was born in the planetary hour of Saturn, and I think I have a piece of that leaden planet in me."