There was a certain maiden of Lydia, Arachne by name, renowned throughout the country for her skill as a weaver.  She was as nimble with her fingers as Calypso, that Nymph who kept Odysseus for seven years in her enchanted island.  She was as untiring as Penelope, the hero's wife, who wove day after day while she watched for his return.  Day in and day out, Arachne wove too.  The very Nymphs would gather about her loom, Naiads from the water and Dryads from the trees.
 
``Maiden,'' they would say, shaking the leaves or the foam from their hair, in wonder, ``Pallas Athena must have taught you!''
 
But this did not please Arachne.  She would not acknowledge herself a debtor, even to that goddess who protected all household arts, and by whose grace alone one had any skill in them.
 
``I learned not of Athena,'' said she.  ``If she can weave better, let her come and try.''
 
The Nymphs shivered at this, and an aged woman, who was looking on, turned to Arachne.  ``Be more heedful of your words, my daughter,'' said she.  ``The goddess may pardon you if you ask forgiveness, but do not strive for honors with the immortals.''
 
Arachne broke her thread, and the shuttle stopped humming.
 
``Keep your counsel,'' she said.  ``I fear not Athena; no, nor any one else.''
 
As she frowned at the old woman, she was amazed to see her change suddenly into one tall, majestic, beautiful,--a maiden of gray eyes and golden hair, crowned with a golden helmet.  It was Athena herself.
 
The bystanders shrank in fear and reverence; only Arachne was unawed and held to her foolish boast.
 
In silence the two began to weave, and the Nymphs stole nearer, coaxed by the sound of the shuttles, that seemed to be humming with delight over the two webs,--back and forth like bees.
 
They gazed upon the loom where the goddess stood plying her task, and they saw shapes and images come to bloom out of the wondrous colors, as sunset clouds grow to be living creatures when we watch them.  And they saw that the goddess, still merciful, was spinning; as a warning for Arachne, the pictures of her own triumph over reckless gods and mortals.
 
In one corner of the web she made a story of her conquest over the sea-god Poseidon.  For the first king of Athens had promised to dedicate the city to that god who should bestow upon it the most useful gift.  Poseidon gave the horse.  But Athena gave the olive,--means of livelihood,-- symbol of peace and prosperity, and the city was called after her name.  Again she pictured a vain woman of Troy, who had been turned into a crane for disputing the palm of beauty with a goddess.  Other corners of the web held similar images, and the whole shone like a rainbow.  Meanwhile Arachne, whose head was quite turned with vanity, embroidered her web with stories against the gods, making light of Zeus himself and of Apollo, and portraying them as birds and beasts.  But she wove with marvelous skill; the creatures seemed to breathe and speak, yet it was all as fine as the gossamer that you find on the grass before rain.
 
Athena herself was amazed.  Not even her wrath at the girl's insolence could wholly overcome her wonder.  For an instant she stood entranced; then she tore the web across, and three times she touched Arachne's forehead with her spindle.
 
``Live on, Arachne,'' she said.  ``And since it is your glory to weave, you and yours must weave forever.''  So saying, she sprinkled upon the maiden a certain magical potion.
 
Away went Arachne's beauty; then her very human form shrank to that of a spider, and so remained.  As a spider she spent all her days weaving and weaving; and you may see something like her handiwork any day among the rafters.