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;
And Arte, with her contending, doth aspire,
T'excell the naturall with made delights:
And all, that faire or pleasant may be found,
In riotous excesse doth there abound.

There he arriving, round about doth flie,
From bed to bed, from one to other border;
And takes survey, with curious busie eye,
Of every flowre and herbe there set in order;
Now this, now that, he tasteth tenderly,
Yet none of them he rudely doth disorder,
Ne with his feete their silken leaves deface;
But pastures on the pleasures of each place.

And evermore with most varietie,

And whatso Heavens in their secret doome
Ordained have, how can fraile fleshly wight
Forecast, but it must needs to issue come?
The sea, the aire, the fire, the day, the night,
And th' armies of their creatures all and some
Do serve to them, and with importune might
Warre against us the vassals of their will.
Who then can save what they dispose to spill?

Not thou, O Clarion, though fairest thou
Of all thy kinde, unhappie happie flie,
Whose cruell fate is woven even now
Of loves owne hand, to worke thy miserie!
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 avengëment!

It fortuned (as Heavens had behight)

And then againe he turneth to his play,
To spoyle the pleasures of that paradise;
The wholesome saulge, and lavender still gray,
Ranke smelling rue, and cummin good for eyes,
The roses raigning in the pride of May,
Sharpe isope good for greene wounds remedies,
Faire marigoldes, and bees-alluring thime,
Sweet marioram, and daysies decking prime :

Coole violets, and orpine growing still,
Embathed balme, and chearfull galingale,
Fresh costmarie, and breathfull camomill,
Dull poppy, and drink-quickning setuale,
Veyne-healing verven, and hed-purging dill,
Sound savorie, and bazil hartie-hale,
Fat colworts, and comforting perseline,
Cold lettuce, and refreshing rosmarine.

And whatso else of vertue good or ill
Grewe in this gardin, fetcht from farre away,
Of everie one he takes, and tastes at will,
And on their pleasures greedily doth pray.
Then when he hath both plaid, and fed his fill,
In the warme Sunne he doth himselfe embay,
And there him rests in riotous suffisaunce
Of all his gladfulnes, and kingly ioyaunce.

What more felicitie can fall to creature
Then to enjoy delight with libertie,
And to be lord of all the workes of Nature,

To raigne in th' aire from th' Earth to highest skie,
To feed on flowres and weeds of glorious feature,
To take what ever thing doth please the eie ?
Who rests not pleased with such happines,
Well worthy he to taste of wretchednes.

But what on Earth can long abide in state?
Or who can him assure of happy day?
Sith morning faire may bring fowle evening late,
And least mishap the most blisse alter may!
For thousand perills lie in close awaite
About us daylie, to worke our decay;
That none, except a god, or God him guide,
May them avoyde, or remedie provide.

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 awaite now lay,
How he might any in his trap betray.

But when he spide the ioyous Butterflie
In this faire plot dispacing to and fro,
Feareles of foes and hidden ieopardie,
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 rankling 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 work woman on ground,
Arachne, by his meanes was vanquished
Of Pallas, and in her owne skill confound,
When she with her for excellenee contended,
That wrought her shame, and sorrow never ended.

For the Tritonian goddesse having hard
Her blazed fame, which all the world had fild,
Came downe to prove the truth, and due reward
For her praise-worthie workmanship to yield :
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 love 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.

Shee seem'd still backe unto the land to looke,
And her play-fellowes ayde 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 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 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 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 foily 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 sa,
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 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.

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 lye in mine owne ashes, as ye see:
Verlame I 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 houre 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 east 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.

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,
Bunduca, 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 balefull 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.

"They all are gone, and all with them is gone!
Ne ought to me remaines, but to lament
My long decay, which no man els doth mone,
And mourne my fall with dolefull dreriment.
Yet it is comfort in great languishment,
To be bemoned with compassion kinde,
And mitigates the anguish of the minde.

"But me no man bewaileth, but in game,
Ne sheddeth teares from lamentable eie:
Nor anie lives that mentioneth my name
To be remembred of posteritie,
Save one, that maugre Fortunes iniurie,
And Times decay, and Envies cruell tort,
Hath writ my record in true-seeming sort.

"Cambden! the nourice of antiquitie,
And lanterne unto late succeding age,
To see the light of simple veritie
Buried in ruines, through the great outrage
Of her owne people led with warlike rage:
Cambden! though Time all moniments obscure,
Yet thy iust labours ever shall endure.

"But whie (unhappie wight!) doo I thus crie,
And grieve that my remembrance quite is raced
Out of the knowledge of posteritie,
And all my antique moniments defaced?
Sith I doo dailie see things highest placed,
So soone as Fates their vitall thred have shorne,
Forgotten quite as they were never borne.

"It is not long, since these two eyes beheld
A mightie prince, of most renowmed race,
Whom England high in count of honour held,
And greatest ones did sue to gaine his grace;
Of greatest ones he greatest in his place,
Sate in the bosome of his soveraine,
And right and loyall did his word maintaine.

"I saw him die, I saw him die, as one

Of the meane people, and brought foorth on beare;
I saw him die, and no man left to mone
His dolefull fate, that late him loved deare:
Scarse anie left to close his eylids neare;
Scarse anie left upon his lips to laie
The sacred sod, or requiem to saie.

"O trustlesse state of miserable men,
That builde your blis on hope of earthly thing,
And vainely thinke your selves halfe happie then,
When painted faces with smooth flattering
Doo fawne on you, and your wide praises sing;
And, when the courting masker louteth lowe,
Him true in heart and trustie to you trow!

"All is but fained, and with oaker dide,
That everie shower will wash and wipe away;
All things doo change that under Heaven abide,
And after death all friendship doth decaie.
Therefore, what ever man bearst worldlie sway,"
Living, on God and on thy selfe relie;
For, when thou diest, all shall with thee die.

"He now is dead, and all is with him dead,
Save what in Heavens storehouse he uplaid:
His hope is faild, and come to passe his dread,
And evill men (now dead) his deedes upbraid:
Spite bites the dead, that living never baid.
He now is gone, the whiles the foxe is crept
Into the hole, the which the badger swept.

"He now is dead, and all his glorie gone,
And all his greatnes vapoured to nought,
That as a glasse upon the water shone,
Which vanisht quite, so soone as it was sought>
His name is worne alreadie out of thought,
Ne anie poet seekes him to revive;
Yet manie poets honourd him alive.

"Ne doth his Colin, carelesse Colin Cloute, Care now his idle bagpipe up to raise, Ne tell his sorrow to the listning rout

[praise:

Of shepheard groomes, which wont his songs to
Praise who so list, yet I will him dispraise,
Untill he quite him of this guiltie blame;
Wake, shepheards boy, at length awake for shame.
"And whoso els did goodnes by him gaine,
And who so els his bounteous minde did trie,
Whether he shepheard be, or shepheards swaine,
(For manie did, which doo it now denie)
Awake, and to his song a part applie:
And I, the whilest you mourne for his decease,
Will with my mourning plaints your plaint increase.

"He dyde, and after him his brother dyde,
His brother prince, his brother noble peere,
That whilest he lived was of none envyde,
And dead is now, as living, counted deare,
Deare unto all that true affection beare:
But unto thee most deare, O dearest dame,
His noble spouse, and paragon of fame.

"He, whilest he lived, happie was through thee,
And, being dead, is happie now much more:
Living, that lincked chaunst with thee to bee,
And dead, because him dead thou dost adore
As living, and thy lost deare love deplore.
So whilst that thou, faire flower of chastitie,
Dost live, by thee thy lord shall never die.

"Thy lord shall never die, the whiles this verse
Shall live, and surely it shall live for ever:
For ever it shall live, and shall rehearse
His worthie praise, and vertues dying never,
Though death his soule doo from his bodie sever:
And thou thy selfe herein shalt also live;
Such grace the Heavens doo to my verses give.

"Ne shall his sister, ne thy father die,
Thy father, that good earle of rare renowne,
And noble patrone of weake povertie;
Whose great good deeds in countrey, and in towns,
Have purchast him in Heaven an happie crowns:
Where he now liveth in eternall blis,
And left his sonne t' ensue those steps of his.

"He, noble bud, his grandsires livelie hayre,
Under the shadow of thy countenaunce
Now ginnes to shoote up fast, and flourish fayre
In learned artes, and goodlie gouvernaunce,
That him to highest honour shall advaunce.
Brave impe of Bedford, grow apace in bountie,
And count of wisedome more than of thy countie!
"Ne may I let thy husbands sister die,
That goodly ladie, sith she eke did spring
Out of his stocke and famous familie,
Whose praises I to future age doo sing;
And forth out of her happie womb did bring
The sacred brood of learning and all honour; [her.
In whom the Heavens powrde all their gifts upon