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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 iust assize,2
With hundreth pillours fronting faire the same,
All wrought with diamond after Dorick wize:

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Nor brick nor marble was the wall in view,
But shining christall, which from top to base
Out of her womb a thousand rayons1 threw,
One hundred steps of Afrike golds enchase:
Golde was the parget 2; and the seeling bright
Did shine all scaly with great plates of golde;
The floore of iasp 3 and emeraude was dight.4
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,
Iustly 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,5
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:

1 Rayons, beams, rays.

2 Parget, varnish, plaster. 3 lasp, jasper. • Dight, adorned. 5 Pight, placed.

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 love 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 2 from the Troyan blood did flow.
Ravisht I was so rare a thing to vew;
When lo! a barbarous troupe of clownish fone 3
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 4:

1 Sith, since. 2 Whilome, formerly. 3 Fone, foes.

For the nones, for the nonce, for the occasion.

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 haughtie1 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,
And soone her bodie turn'd to ashes colde.

I saw the foule, that doth the light despise,
Out of her dust like to a worme arise.


I saw a river swift, whose fomy billowes
Did wash the ground-work of an old great wall;
I saw it cover'd all with griesly shadowes,
That with black horror did the ayre appall:
Thereout a strange Beast with seven heads arose,
That townes and castles under her brest did coure,

1 Haughtie, high.

2 Raught, reached.

And seem'd both milder beasts and fiercer foes
Alike with equall ra vine to devoure.

Much was I mazde, to see this monsters kinde
In hundred formes to change his fearefull hew;
When as at length I saw the wrathfull winde,
Which blows cold storms, burst out of Scithian mew,
That sperst these cloudes; and, in so short as thought,
This dreadfull shape was vanished to nought.


Then all astonied with this mighty ghoast,
An hideous bodie big and strong I sawe,

With side-long beard, and locks down hanging loast,
Sterne face, and front full of Satúrnlike awe;
Who, leaning on the belly of a pot,

Pourd foorth a water, whose out gushing flood
Ran bathing all the creakie1 shore aflot,
Whereon the Troyan prince spilt Turnus blood;
And at his feete a bitch wolfe suck did yeeld
To two young babes: His left the Palme tree stout,
His right hand did the peacefull Olive wield ;
And head with Lawrell garnisht was about.
Sudden both Palme and Olive fell away,

And faire greene Lawrell branch did quite decay.


Hard by a rivers side a Virgin faire,

Folding her armes to heaven with thousand throbs,
And outraging her cheekes and golden haire,

To falling rivers sound thus tun'd her sobs.
"Where is (quoth she) this whilom honoured face?
Where the great glorie and the auncient praise,
In which all worlds felicitie had place,
When gods and men my honour up did raise?

1 Creakie, indented with creeks. 2 Whilom, formerly.

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