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Soone as the gracious Alma came in place,
They all attonce out of their seates arose,
And to her homage made with humble grace:
Whom when the Knights beheld, they gan dispose
Themselves to court, and each a Damzell chose:
The Prince by chaunce did on a Lady light,
That was right faire and fresh as morning rose,
But somwhat sad and solemne eke in sight,
As if some pensive thought constraind her gentle spright.

In a long purple pall, whose skirt with gold
Was fretted all about, she was arayd;

And in her hand a Poplar braunch did hold:
To whom the Prince in courteous maner sayd;
“Gentle Madáme, why beene ye thus dismayd,
And your faire beautie doe with sadnes spill?
Lives any that you hath thus ill apayd?

Or doen you love, or doen you lack your will?
Whatever bee the cause, it sure beseemes you ill."

"Fayre Sir," said she, halfe in disdaineful wise, "How is it that this word in me ye blame, And in yourselfe doe not the same advise? Him ill beseemes anothers fault to name, That may unwares be blotted with the same: Pensive I yeeld I am, and sad in mind, Through great desire of glory and of fame;

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Ne ought I weene are ye therein behynd, [Her find.” That have twelve months sought One, yet no where can

The Prince was inly moved at her speach,

Well weeting trew what she had rashly told;

Yet with faire semblaunt sought to hyde the breach,
Which chaunge of colour did perforce unfold,
Now seeming flaming whott, now stony cold:
Tho, turning soft aside, he did inquyre
What wight she was that Poplar braunch did hold:
It answered was, her name was Prays-desire,

That by well doing sought to honour to aspyre.

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The whiles the Faery Knight did entertaine
Another Damsell of that gentle crew,

That was right fayre and modest of demayne,
But that too oft she chaung'd her native hew:
Straunge was her tyre, and all her garment blew,
Close rownd about her tuckt with many a plight:
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.

So long as Guyon with her communed,

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.

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

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, assay
To ease you of that ill, so wisely as I

may."

She answerd nought, but more abasht for shame
Held downe her head, the whiles her lovely face
The flashing blood with blushing did inflame,
And the strong passion mard her modest grace,
That Guyon mervayld at her uncouth cace;
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.”

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Thereat the Elfe did blush in privitee,
And turnd his face away; but she the same
Dissembled faire, and faynd to oversee.
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 Alablaster wrought.

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 built
In Thebes, which Alexander did confound;

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

The roofe hereof was arched over head,

And deckt with flowers and herbars 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,
That readily they shut and open might.

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

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

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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.

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Not he, whom Greece, the Nourse of all good arts,
By Phabus 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,
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.

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 prejudize;
He had a sharpe foresight and working wit
That never idle was, ne once would rest a whit.

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,

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Apes, Lyons, Aegles, Owles, fooles, lovers, children, Dames,

And all the chamber filled was with flyes

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.

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Emongst them all sate he which wonned there,
That hight 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.

Whom Alma having shewed to her Guestes,

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Thence brought them to the second rowme, whose wals
Were painted faire with memorable gestes
Of famous Wisards; and with picturals
Of Magistrates, of courts, or tribunals,
Of commen wealthes, of states, of pollicy,
Of lawes, of judgementes, and of décretals,
All Artes, all Science, all Philosophy,
And all that in the world was ay thought wittily.

Of those that rowme was full; and them among
There sate a Man of ripe and perfect age,
Who did them meditate all his life long,
That through continuall practise and usage

He now was growne right wise and wondrous sage :
Great plesure had those straunger Knightes to see
His goodly reason and grave personage,

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That his disciples both desyrd to bee:

[three

But Alma thence them led to th' hindmost rowme of

That chamber seemed ruinous and old,

And therefore was removed far behind,

Yet were the wals, that did the same uphold,

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Right firme and strong, though somwhat they declind; And therein sat an Old old Man, halfe blind,

And all decrepit in his feeble corse,

Yet lively vigour rested in his mind,

And recompenst him with a better scorse:

Weake body well is chang'd for minds redoubled forse.