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I, which this sight beheld, was much dismayed
To see so goodly thing so soone decayed.
Soone after this I saw an Elephant,
Adorn'd with bells and bosses gorgeouslie,
That on his backe did beare (as batteilant)
A gilden towre, which shone exceedinglie;
That he himselfe, through foolish vanitie,
Both for his rich attire and goodly forme,
Was puffed up with passing surquedrie,
And shortly gan all other beasts to scorne.
Till that a little Ant, a silly worme,
Into his nostrils creeping, so him pained
That, casting down his towres, he did deforme
Both borrowed pride, and natures beautie stained.
Let therefore nought that great is therein glorie,
Sith so small thing his happines may varie.

Looking far foorth into the Ocean wide,
A goodly ship with banners bravely dight,
And flag in her top-gallant, I espide

Through the maine sea making her merry flight:
Faire blew the winde into her bosome right,
And th' heavens looked lovely all the while,
That she did seeme to daunce, as in delight,
And at her owne felicitie did smile.
All sodainely there clove unto her keele
A little fish, that men call Remora,
Which stopt her course, and held her by the heele,
That winde nor tide could move her thence away.
Straunge thing, me seemeth, that so small a thing
Should able be so great an one to wring.

A mighty Lyon, Lord of all the wood,
Having his hunger throughly satisfide

With pray of beasts and spoyle of living blood,
Safe in his dreadles den him thought to hide:

His sternesse was his prayse, his strength his pride,
And all his glory in his cruell clawes.

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I saw a wasp, that fiercely him defide,

And bad him battaile even to his jawes;

Sore he him stong, that it the blood forth drawes,
And his proude heart is fild with fretting ire:
In vaine he threats his teeth, his tayle, his pawes,
And from his bloodie eyes doth sparkle fire;
That dead himself he wisheth for despight.
So weakest may anoy the most of might.


What time the Romaine Empire bore the raine
Of all the world, and florisht most in might,
The nations gan their soveraigntie disdaine,
And cast to quitt them from their bondage quight ·
So, when all shrouded were in silent night,
The Galles were, by corrupting of a mayde,
Possest nigh of the Capitol through slight,
Had not a Goose the treachery bewrayde.
If then a Goose great Rome from ruine stayde,
And Jove himselfe, the patron of the place,
Preservd from being to his foes betrayde,
Why do vaine men mean things so much deface,
And in their might repose their most assurance,
Sith nought on earth can chalenge long endurance?

When these sad sights were overpast and gone,
My spright was greatly moved in her rest,
With inward ruth and deare affection,
To see so great things by so small distrest,
Thenceforth I gan in my engrieved brest
To scorne all difference of great and small,
Sith that the greatest often are opprest,
And unawares doe into daunger fall.
And ye, that read these ruines tragicall,
Learne by their losse to love the low degree;
And, if that fortune chaunce you up to call

To honours seat, forget not what

you be:

For he, that of himselfe is most secure,

Shall finde his state most fickle and unsure.


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T was the time, when rest, soft sliding downe From heavens hight into mens heavy eyes, In the forgetfulnes of sleepe doth drowne The carefull thoughts of mortall miseries; Then did a Ghost before mine eyes appeare, On that great rivers banck that runnes by Rome, Which, calling me by name, bad me to reare My lookes to heaven whence all good gifts do come, And crying lowd, lo! now beholde (quoth hee) What under this great temple placed is: Lo! all is nought but flying vanitee! So I, that know this worlds inconstancies, Sith onely God surmounts all times decay, In God alone my confidence do stay.

On high hills top I saw a stately frame,
An hundred cubits high by just assize,
With hundredth pillours fronting faire the same,
All wrought with diamond after Dorick wize
Nor brick nor marble was the wall in view,
But shining Christall, which from top to base
Out of her womb a thousand rayons threw,
One hundred steps of Afrike golds enchase:
Golde was the parget; and the seeling bright
Did shine all scaly with great plates of golde

The floore of Jasp and Emeraude was dight.
O worlds vainesse! Whiles thus I did behold,
An earthquake shooke the hill from lowest seat,
And overthrew this frame with ruine great.

Then did a sharped spyre of Diamond bright,
Ten feete each way in square, appeare to mee,
Justly proportion'd up unto his hight,

So far as Archer might his level see:
The top thereof a pot did seeme to beare,
Made of the mettall which we most do honour;
And in this golden vessel couched weare
The ashes of a mightie Emperour :

Upon foure corners of the base were pight,
To beare the frame, foure great Lyons of gold;
A worthy tombe for such a worthy wight.
Alas! this world doth nought but grievance hold.
I saw a tempest from the heaven descend,
Which this brave monument with flash did rend.

I saw raysde up on yvorie pillowes tall,
Whose bases were of richest mettalls warke,
The chapters Alabaster, the fryses christall,
The double front of a triumphall Arke:
On each side purtraid was a Victorie,
Clad like a Nimph, that winges of silver weares,
And in triumphant chayre was set on hie,
The auncient glory of the Romaine Peares.
No worke it seem'd of earthly craftsmans wit,
But rather wrought by his owne industry,
That thunder-dartes for Jove his syre doth fit.
Let me no more see faire thing under sky,

Sith that mine eyes have seene so faire a sight
With sodain fall to dust consumed quight.

Then was the faire Dodonian tree far seene,
Upon seaven hills to spread his gladsome gleame,
And conquerours bedecked with his greene,



Along the bancks of the Ausonian streame :
There many an auncient Trophee was addrest,
And many a spoyle, and many a goodly show,
Which that brave races greatnes did attest,
That whilome from the Troyan blood did flow.
Ravisht I was so rare a thing to vew ;

When lo! a barbarous troupe of clownish fone
The honour of these noble boughs down threw :
Under the wedge I heard the tronck to grone;
And, since, I saw the roote in great disdaine
A twinne of forked trees send forth againe.

I saw a Wolfe under a rockie cave

Noursing two whelpes; I saw her litle ones
In wanton dalliance the teate to crave,

While she her neck wreath'd from them for the nones:
I saw her raunge abroad to seeke her food,
And roming through the field with greedie rage
T'embrew her teeth and clawes with lukewarm blood
Of the small heards, her thirst for to asswage.
I saw a thousand huntsmen, which descended
Downe from the mountaines bordring Lombardie,
That with an hundred speares her flank wide rended:
I saw her on the plaine outstretched lie,

Throwing out thousand throbs in her owne soyle;
Soone on a tree uphang'd I saw her spoyle.

I saw the Bird that can the Sun endure
With feeble wings assay to mount on hight;
By more and more she gan her wings t' assure,
Following th' ensample of her mothers sight:
I saw her rise, and with a larger flight

To pierce the cloudes, and with wide pinneons
To measure the most haughtie mountaines hight,
Untill she raught the Gods owne mansions:
There was she lost; when suddaine I behelde,
Where, tumbling through the ayre in firie fold,
All flaming downe she on the plaine was felde,

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