For he so swift and nimble was of flight,
That from this lower tract he dar'd to stie
Up to the clowdes, and thence with pineons light
To mount aloft unto the cristall skie,
To view the workmanship of Heavens hight:
Whence down descending he along would flie
Upon the streaming rivers, sport to finde;
And oft would dare to tempt the troublous winde.

So on a summers day, when season milde
With gentle calme the world had quieted,
And high in Heaven Hyperion's fierie childe
Ascending did his beames abroad dispred,
Whiles all the Heavens on lower creatures smilde;
Young Clarion, with vauntfull lustiehed,
After his guize did cast abroad to fare;
And thereto gan his furnitures prepare.

His breast-plate first, that was of substance pure,
Before his noble heart he firmely bound,
That mought his life from yron death assure,
And ward his gentle corps from cruell wound:
For it by arte was framed, to endure
The bit of balefull steele and bitter stownd,
No lesse then that which Vulcane made to shield
Achilles life from fate of Troyan field.

And then about his shoulders broad he threw
An hairie hide of some wild beast, whom hee
In salvage forrest by adventure slew,
And reft the spoyle his ornament to bee;
Which, spredding all his backe with dreadfull view,
Made all, that him so horrible did see,
Thinke him Alcides with the lyons skin,
When the Nemean conquest he did win.

Upon his head his glistering burganet,
The which was wrought by wonderous device,
And curiously engraven, he did set:
The metall was of rare and passing price;
Not Bilbo steele, nor brasse from Corinth fet,
Nor costly oricalche from strange Phoenice;
But such as could both Phoebus arrowes ward,
And th' hayling darts of Heaven beating hard.

Therein two deadly weapons fixt he bore,
Strongly outlaunced towards either side,
Like two sharpe speares, his enemies to gore:
Like as a warlike brigandine, applyde

To fight, layes forth her threatfull pikes afore,
The engines which in them sad death doo hyde:
So did this flie outstretch his fearefull hornes,
Yet so as him their terrour more adornes.

Lastly his shinie wings as silver bright,
Painted with thousand colours passing farre
All painters skill, he did about him dight:
Not halfe so manie sundrie colours arre
In Iris bowe; ne Heaven doth shine so bright,
Distinguished with manie a twinckling starre;
Nor Iunoes 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,
VOL. III.

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,

In spring when flowres doo clothe the fruitfull 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 ioynted then 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 iealous 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
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 iourney did himselfe addresse,
And with good speed began to take his flight;
Over the fields, in his franke lustinesse,
And all the champaine o're he soared light;
And all the countrey wide he did possesse,
Feeding upon their pleasures bounteouslie,
That none gainsaid, nor nene did him envie.

The woods, the rivers, and the medowes greene, 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 sweet tney beene, Mote please his fancie, uor him cause t' abide: His choicefull sense with every change doth flit. No common things may please a wavering wit. Z

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 many 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 all good things with venemous tooth devowres,
Could not accuse. Then gan the goddesse bright
Her seife 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 love in midst with awfull maiestie,
To judge the strife betweene them stirred late:
Each of the gods, by his like visnomie
Eathe to be knowne; but love 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, foreiudgement proveth true.
Then to herselfe she gives her Aegide shield,
And steel-hed 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.

[yield

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:

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;
And her faire face to foule 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 streight 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.
Not anie damzell, which her vaunteth most
In skilfull knitting of soft silken twyne;
Nor anie weaver, which his worke doth boast
In diaper, 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 eachwhere without suspition.

Suspition of friend, nor feare of foe,
That bazarded his health, had he at all,
But walkt at will, and wandred to 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 carelesselie,
Where hidden was his hatefull enemie.

Who, seeing him, with secret ioy therefore
Did tickle inwardly in everie vaine;
And his false hart, fraught with all treasons store,
Was fill'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 ambúshment 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 find 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.

Much was I mooved at her piteous plaint,
And felt my heart nigh riven in my brest
With tender ruth to see her sore constraint;
That, shedding teares a while, I still did rest,
And, after, did her name of her request.
"Name have I none" (quoth she) nor any being,
Bereft of both by Fates uniust decreeing.

"I was that citie, which the garland wore
Of Britaines pride, delivered unto me
By Romane victors, which it wonne of yore;
Though nought at all but ruines now I bee,
And lyc in mine owne ashes, as ye see:
Verlame 1 was; what bootes it that I was,
Sith now I am but weedes and wastefull gras?

"O vaine worlds glorie, and unstedfast state
Of all that lives on face of sinfull Earth!
Which, from their first untill their utmost date,
Taste no one hoare of happines or merth;
But like as at the ingate of their berth
They crying creep out of their mothers woomb,
So wailing back, go to their wofull toomb.

"Why then dooth flesh, a bubble-glas of breath,
Hunt after honour and advauncement vaine,
And reare a trophee of devouring death,
With so great labour and long lasting paine,
As if his daies for ever should remaine?
Sith all, that in this world is great or gaie,
Doth as a vapour vanish, and decaie.

"Looke backe, who list, unto the former ages, And call to count, what is of them become : Where be those learned wits and antique sages, Which of all wisedome knew the perfect somme? Where those great warriors, which did overcome The world with conquest of their might and maine, And made one meare of th' Earth and of their raine?

"What nowe is of th' Assyrian lyonesse,
Of whom no footing now on Earth appeares ?
What of the Persian beares outragiousnesse,
Whose memorie is quite worne out with yeares?
Who of the Grecian libbard now ought heares,
That over-ran the cast with greedie powre,
And left his whelps their kingdomes to devoure?
"And where is that same great seven-headed beast,
That made all nations vassals of her pride,
To fall before her feete at her beheast,
And in the necke of all the world did ride?
Where doth she all that wondrous welth nowe hide?
With her owne weight downe pressed now shee lies,
And by her heapes her hugenesse testifies.

"O Rome, thy ruine I lament and rue,
And in thy fall my fatall overthrowe,
That whilom was, whilst Heavens with equall vewe
Deignd to behold me and their gifts bestowe,
The picture of thy pride in pompous shew:
And of the whole world as thou wast the empresse,
So I of this small northerne world was princesse.
"To tell the beawtie of my buildings fayre,
Adornd with purest gold and precious stone;
To tell my riches, and endowments rare,
That by my foes are now all spent and gone;
To tell my forces, matchable to none,
Were but lost labour, that few would beleeve,
And, with rehearsing, would me more agreeve.

"High towers, faire temples, goodly theaters,
Strong walls, rich porches, princely pallaces,
Large streets, brave houses, sacred sepulchers,
Sure gates, sweete gardens, statel galleries,
Wrought with faire pillours and tine imageries;
All those (O pitie !) now are turnd to dust,
And overgrowne with black oblivions rust.

"Thereto for warlike power, and peoples store,
In Britannie was none to match with mee,
That manie often did abie full sore:
Ne Troynovant, though elder sister shee,
With my great forces might compared bee;
That stout Pendragon to his perill felt,
Who in a siege seaven yeres about me dwelt.

"But long ere this, Bunduca, Britonnesse,
Her mightie boast against my bulwarkes brought,
Bunduea, that victorious conqueresse,
That, lifting up her brave heroick thought
Bove womens weaknes, with the Romanes fought,
Fought, and in field against them thrice prevailed:
Yet was she foyld, whenas she me assailed.

"And though at last by force I conquered were
Of hardie Saxons, and became their thrall;
Yet was I with much bloodshed bought full deere,
And priz'd with slaughter of their generall:
The moniment of whose sad funerall,
For wonder of the world, long in me lasted;
But now to nought, through spoyle of time, is wast-

[ed.

"Wasted it is, as if it never were;
And all the rest, that me so honord made
And of the world admired ev'rie where,
Is turned to smoake, that doth to nothing fade;
And of that brightnes now appeares no shade,
But grieslie shades, such as doo haunt in Hell
With fearfull fiends, that in deep darknes dwell.
"Where my high steeples whilom usde to stand,
On which the lordly faulcon wont to towre,
There now is but an heap of lyme and sand
For the shriche-owle to build her balefuil bowre:
And where the nightingale wont forth to powre
Her restles plaints, to comfort wakefull lovers,
There now haunt yelling mewes and whining plovers.
"And where the christall Thamis wont to slide
In silver channell, downe along the lee,
About whose flowrie bankes on either side
A thousand nymphes, with mirthfull iollitee,
Were wont to play, from all annoyance free;
There now no rivers course is to be seene,
But moorish fennes, and marshes ever greene.
"Seemes, that that gentle river for great griefe
Of my mishaps, which oft I to him plained;
Or for to shunne the horrible mischiefe,
With which he saw my cruell foes me pained,
And his pure streames with guiltles bloud oft stained;
From my unhappie neighborhood farre fled,
And his sweete waters away with him led.
"There also, where the winged ships were seene
In liquid waves to cut their fomie waie,
And thousand fishers numbred to have been,
In that wide lake looking for plenteous praie
Of fish, which they with baits usde to betraie,
is now no lake, nor anie fishers store,
Nor ever ship shall saile there anie more.