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In Iris bowe; ne heaven doth shine so bright,
Distinguished with manie a twinckling starre ;
Nor Junoes Bird in her ey-spotted traine
So many goodly colours doth containe.

Ne (may it be withouten perill spoken ?)
The Archer God, the sonne of Cytheree
That joyes on wretched lovers to be wroken,
And heaped spoyles of bleeding harts to see,
Beares in his wings so manie a changefull token.
Ah, my liege Lord! forgive it unto mee,
If ought against thine honour I have tolde;
Yet sure those wings were fairer manifolde.
Full many a Ladie faire, in Court full oft
Beholding them, him secretly envide,
And wisht that two such fannes, so silken soft
And golden faire, her Love would her provide;
Or that, when them the gorgeous Flie had doft,
Some one, that would with grace be gratifide,
From him would steale them privily away,
And bring to her so precious a pray.

Report is, that dame Venus, on a day

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In spring, when flowres doo clothe the fruitful ground,
Walking abroad with all her Nymphes to play,
Bad her faire damzels, flocking her arownd,
To gather flowres her forhead to array :
Emongst the rest a gentle Nymph was found,
Hight Astery, excelling all the crewe
In curteous usage and unstained hewe;

Who beeing nimbler joynted than the rest,
And more industrious, gathered more store
Of the fields honour than the others best;
Which they in secret harts envying sore,
Tolde Venus, when her as the worthiest
She praisd, that Cupide (as they heard before)
Did lend her secret aide, in gathering
Into her lap the children of the spring.


Whereof the Goddesse gathering jealous feare,
Not yet unmindfull how not long agoe
Her sonne to Psyche secrete love did beare,
And long it close conceal'd, till mickle woe
Thereof arose, and manie a rufull teare,
Reason with sudden rage did overgoe;
And giving hastie credit to th' accuser,
Was led away of them that did abuse her.

Eftsoones that Damzell, by her heavenly might,
She turn'd into a winged Butterflie,


In the wide aire to make her wandring flight;
And all those flowres, with which so plenteouslie 140
Her lap she filled had, that bred her spight,
She placed in her wings, for memorie

Of her pretended crime, though crime none were :
Since which that flie them in her wings doth beare.

Thus the fresh Clarion, being readie dight,
Unto his journey did himselfe addresse,
And with good speed began to take his flight.
Over the fields, in his franke lustinesse,
And all the champion o're he soared light;
And all the countrey wide he did possesse,
Feeding upon their pleasures bounteouslie,
That none gainsaid, nor none did him envie.


The woods, the rivers, and the medowes green,
With his aire-cutting wings he measured wide,
Ne did he leave the mountaines bare unseene,
Nor the ranke grassie fennes delights untride.
But none of these, how ever sweete they beene,
Mote please his fancie, nor him cause t'abide:
His choicefull sense with every change doth flit.
No common things may please a wavering wit. 160
To the gay gardins his unstaid desire

Him wholly caried, to refresh his sprights:
There lavish Nature, in her best attire,

Powres forth sweete odors and alluring sights;

Ne may thee help the manie hartie vow,

Which thy old Sire with sacred pietie

Hath powred forth for thee, and th' altars sprent: Nought may thee save from heavens avengement. 240

It fortuned (as heavens had behight)

That in this gardin, where yong Clarion
Was wont to solace him, a wicked wight,

The foe of faire things, th' author of confusion,
The shame of Nature, the bondslave of spight,
Had lately built his hatefull mansion ;
And, lurking closely, in awayte now lay,
How he might anie in his trap betray.

But when he spide the joyous Butterflie
In this faire plot displacing too and fro,
Feareles of foes and hidden jeopardie,
Lord! how he gan for to bestirre him tho,
And to his wicked worke each part applie.
His heart did earne against his hated foe,
And bowels so with ranckling poyson swelde,
That scarce the skin the strong contagion helde.

The cause why he this Flie 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,
Aracline, by his meanes was vanquished
Of Pallas, and in her owne skill confound,

When she with her for excellence contended,

That wrought her shame, and sorrow never ended.

For the Tritonian goddesse, having hard
Her blazed fame which all the world had fil'd,
Came downe to prove the truth, and due reward
For her prais-worthie workmanship to yeild;
But the presumptuous Damzell rashly dar'd
The Goddesse selfe to chalenge to the field,
And to compare with her in curious skill




Of workes with loome, with needle, and with quill.

Minerva did the chalenge not refuse,

But deign'd with her the paragon to make:

So to their worke they sit, and each doth chuse
What storie she will for her tapet take.
Arachne figur'd how Jove did abuse
Europa like a Bull, and on his backe

Her through the sea did beare; so lively seene,
That it true Sea, and true Bull, ye would weene. 280
Shee seem'd still backe unto the land to looke,
And her play-fellowes aide to call, and feare
The dashing of the waves, that up she tooke
Her daintie feet, and garments gathered neare;
But (Lord!) how she in everie member shooke,
When as the land she saw no more appeare,
But a wilde wildernes of waters deepe:
Then gan she greatly to lament and weepe.
Before the Bull she pictur'd winged Love,
With his yong brother Sport, light fluttering
Upon the waves, as each had been a Dove;
The one his bowe and shafts, the other Spring
A burning Teade about his head did move,
As in their Syres new love both triumphing:
And manie Nymphes about them flocking round,
And manie Tritons which their hornes did sound.

And, round about her worke she did empale
With a faire border wrought of sundrie flowres,
Enwoven with an Yvie-winding trayle :

A goodly worke, full fit for kingly bowres;
Such as Dame Pallas, such as Envie pale,



That al good things with venemous tooth devowres,
Could not accuse. Then gan the Goddesse bright
Her selfe likewise unto her worke to dight.

She made the storie of the olde debate
Which she with Neptune did for Athens trie:
Twelve Gods doo sit around in royall state,
And Jove in midst with awfull Maiestie,

To judge the strife betweene them stirred late:
Each of the Gods, by his like visnomie
Eathe to be knowen; but Jove above them all,
By his great lookes and power Imperiall.

Before them stands the God of Seas in place,
Clayming that sea-coast Citie as his right,


And strikes the rockes with his three-forked mace;
Whenceforth issues a warlike steed in sight,
The signe by which he chalengeth the place;
That all the Gods, which saw his wondrous might,
Did surely deeme the victorie his due:


But seldome seene, forejudgement proveth true. 320
Then to her selfe she gives her Aegide shield,
And steelhed speare, and morion on her hedd,
Such as she oft is seene in warlike field:
Then sets she forth, how with her weapon dredd
She smote the ground, the which streight foorth did
A fruitfull Olyve tree, with berries spredd,
That all the Gods admir'd: then, all the storie
She compast with a wreathe of Olyves hoarie.
Emongst these leaves she made a Butterflie,
With excellent device and wondrous slight,
Fluttring among the Olives wantonly,
That seem'd to live, so like it was in sight:
The velvet nap which on his wings doth lie,
The silken downe with which his backe is dight,
His broad outstretched hornes, his hayrie thies,
His glorious colours, and his glistering eies.

Which when Arachne saw, as overlaid
And mastered with workmanship so rare,
She stood astonied long, ne ought gainesaid;
And with fast fixed eyes on her did stare,
And by her silence, signe of one dismaid,
The victorie did yeeld her as her share :
Yet did she inly fret and felly burne,
And all her blood to poysonous rancor turne:



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