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That shortly from the shape of womanhed,
Such as she was when Pallas she attempted,
She grew to hideous shape of dryrihed,
Pined with griefe of folly late repented :
Eftsoones her white streight legs were altered

To crooked crawling shankes, of marrowe empted; 350
And her faire face to fowle and loathsome hewe,
And her fine corpes to a bag of venim grewe.
This cursed creature, mindfull of that olde
Enfested grudge, the which his mother felt,
So soone as Clarion he did beholde,
His heart with vengefull malice inly swelt;
And weaving straight a net with manie a fold
About the cave in which he lurking dwelt,
With fine small cords about it stretched wide,
So finely sponne that scarce they could be spide. 360
Not anie damzell, which her vaunteth most
In skilfull knitting of soft silken twyne,
Nor anie weaver, which his worke doth boast
In dieper, in damaske, or in lyne,
Nor anie skil'd in workmanship embost,
Nor anie skil'd in loupes of fingring fine,
Might in their divers cunning ever dare
With this so curious networke to compare.


Ne doo I thinke, that that same subtil gin,
The which the Lemnian God framde craftily,
Mars sleeping with his wife to compasse in,
That all the Gods with common mockerie
Might laugh at them, and scorne their shamefull sin,
Was like to this. This same he did applie

For to entrap the careles Clarion,

That rang'd each where without suspition.

Suspition of friend, nor feare of foe
That hazarded his health, had he at all,
But walkt at will, and wandred too and fro,
In the pride of his freedome principall :


Little wist he his fatall future woe,
But was secure; the liker he to fall.
He likest is to fall into mischaunce,
That is regardles of his governaunce
Yet still Aragnoll (so his foe was hight)
Lay lurking covertly him to surprise ;
And all his gins, that him entangle might,
Drest in good order as he could devise.
At length, the foolish Flie, without foresight,
As he that did all daunger quite despise,
Toward those parts came flying carelesslie,
Where hidden was his hatefull enemie.

Who, seeing him, with secret joy therefore
Did tickle inwardly in everie vaine;

And his false hart, fraught with all treasons store,
Was fil'd with hope his purpose to obtaine:
Himselfe he close upgathered more and more
Into his den, that his deceitfull traine
By his there being might not be bewraid,
Ne anie noyse, ne anie motion made.

Like as a wily Foxe, that having spide

Where on a sunnie banke the Lambes doo play,
Full closely creeping by the hinder side,
Lyes in ambushment of his hoped pray,
Ne stirreth limbe; till, seeing readie tide,
He rusheth forth, and snatcheth quite away
One of the litle yonglings unawares:
So to his worke Aragnoll him prepares.

Who now shall give unto my heavie eyes
A well of teares, that all may overflow?
Or where shall I finde lamentable cryes,
And mournfull tunes enough my griefe to show?
Helpe, O thou Tragick Muse! me to devise
Notes sad enough t'expresse this bitter throw:
For loe! the drerie stownd is now arrived,
That of all happines hath us deprived,




The luckles Clarion, whether cruell Fate
Or wicked Fortune faultles him misled,
Or some ungracious blast, out of the gate
Of Aeoles raine, perforce him drove on hed,
Was (O sad hap, and howre unfortunate!)
With violent swift flight forth caried
Into the cursed cobweb, which his foe
Had framed for his finall overthroe.

There the fond Flie, entangled, strugled long,
Himselfe to free thereout; but all in vaine :
For striving more, the more in laces strong
Himselfe he tide, and wrapt his winges twaine
In lymie snares the subtill loupes among;
That in the ende he breathlesse did remaine,
And, all his yougthly forces idly spent,
Him to the mercie of th' avenger lent.

Which when the greisly tyrant did espie,
Like a grimme Lyon rushing with fierce might
Out of his den, he seized greedelie

On the resistles pray; and, with fell spight,
Under the left wing stroke his weapon slie
Into his heart, that his deepe groning spright
In bloodie streames foorth fled into the aire,
His bodie left the spectacle of care.






NE day, whiles that my daylie cares did



My spirit, shaking off her earthly prison,
Began to enter into meditation deepe
Of things exceeding reach of common reason;
Such as this age, in which all good is geason,
And all that humble is, and meane debaced,
Hath brought forth in her last declining season,
Griefe of good mindes, to see goodnesse disgraced.
On which when as my thought was throghly placed,
Unto my eyes strange showes presented were,
Picturing that which I in minde embraced,
That yet those sights empassion me full nere.
Such as they were (faire Ladie) take in worth,
That when time serves may bring things better forth.

In Summers day, when Phoebus fairly shone,
I saw a Bull as white as driven snowe,
With gilden hornes embowed like the Moone,
In a fresh flowring meadow lying lowe:
Up to his eares the verdant grasse did growe,
And the gay floures did offer to be eaten ;
But he with fatnes so did overflowe,

That he all wallowed in the weedes downe beaten,
Ne car'd with them his daintie lips to sweeten :
Till that a Brize, a scorned little creature,


Through his faire hide his angrie sting did threaten, And vext so sore, that all his goodly feature,

And all his plenteous pasture nought him pleased:
So by the small the great is oft diseased.

Beside the fruitfull shore of muddie Nile
Upon a sunnie banke outstretched lay,
In monstrous length, a mightie Crocodile,
That, cram'd with guiltles blood and greedie pray
Of wretched people travailing that way,

Thought all things lesse than his disdainfull pride.
I saw a little Bird, cal'd Tedula,

The least of thousands which on earth abide,
That forst this hideous beast to open wide
The greisly gates of his devouring hell,
And let him feede, as Nature did provide,
Upon his jawes, that with blacke venime swell.


Why then should greatest things the least disdaine, Sith that so small so mightie can constraine?

The kingly Bird that beares Joves thunder-clap 4
One day did scorne the simple Scarabee,

Proud of his highest service, and good hap,
That made all other Foules his thralls to bee:
The silly Flie, that no redresse did see,
Spide where the Eagle built his towring nest,
And, kindling fire within the hollow tree,
Burnt up his yong ones, and himselfe distrest:
Ne suffred him in anie place to rest,
But drove in Joves owne lap his egs to lay,
Where gathering also filth him to infest,
Forst with the filth his egs to fling away:

For which when as the Foule was wroth, said Jove, "Lo! how the least the greatest may reprove."

Toward the sea, turning my troubled eye,


I saw the fish (if fish I may it cleepe)

That makes the sea before his face to flye,

And with his flaggie finnes doth seeme to sweepe

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