The silken downe with which his backe is dight,
His broad outstretched homes, his hayrie thies, 335
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, 340
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:
[* _Overlaid_, overcome.]

That shortly from the shape of womanhed, 345
Such as she was when Pallas she attempted,
She grew to hideous shape of dryrihed*,
Pined with griefe of follie late repented:
Eftsoones her white streight legs were altered
To crooked crawling shankes, of marrowe empted, 350
And her faire face to foule and loathsome hewe,
And her fine corpes to a bag of venim grewe.
[* _Dryrihed_, sadness, unsightliness.]

This cursed creature, mindfull of that olde
Enfestred grudge the which his mother felt,
So soone as Clarion he did beholde, 355
His heart with vengefull malice inly swelt;
And weaving straight a net with mame a folde
About the cave in which he lurking dwelt,