[* _Morion_, steel cap.]
Emongst those leaves she made a butterflie,
With excellent device and wondrous slight, 330
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 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.
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