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Once there was a girl; Arachne, of Maeonia, whom Athena had heard would not give her due credit in the art of spinning.

The girl was not known for her place of birth, or family, but for her skill. Her father, Idmon of Colophon, dyed wool purple, and her mother was dead. She had been of humble birth, and the father the same. Though she lived in a modest home, in little Hypaepa, Arachne had gained a name for artistry throughout the cities of Lydia.

Often the nymphs of Mount Tmolus deserted their vine-covered slopes, and the nymphs of the River Pactolus deserted their waves to examine her wonderful workmanship. It was not only a joy to see the finished cloths, but also to watch them made, as the process itself was a thing to behold. Whether at first she was winding the rough yarn into a new ball, or working the stuff with her fingers, teasing out the clouds of wool, repeatedly, drawing them into long equal threads, twirling the slender spindle with practised thumb, or embroidering with her needle, you could see she was taught by Athena.

Yet she denied it, and took offence at the idea of such a teacher.

'Contend with me,' she said to the goddess, 'I will not disagree at all if I am beaten'.

Going to meet the spinner, Athena took the shape of an old woman: adding grey hair to her temples, and ageing her limbs, which she supported with a stick.
Then she spoke, to the girl.

'Not everything old age has is to be shunned: knowledge comes with advancing years. Do not reject my advice: seek great fame amongst mortals for your skill in weaving, but give way to the goddess, and ask her forgiveness, rash girl, with a humble voice: she will forgive if you will ask.'

Arachne looked fiercely at her and left the work she was on: scarcely restraining her hands, and with dark anger in her face, responding to Athena in this way.

'Weak-minded and worn out by tedious old age, you come here. Having lived too long destroys you. Let your daughters, if you have them, listen to your voice. I have wisdom enough of my own. You think your advice is never heeded: that is my feeling too. Why does she not come herself? Why does she cower from this contest?'

The goddess said 'She is here!' and, shedding the old woman's form, revealing Athena in her true form. The nymphs and the Phrygian women worshipped the deity: but the spinner remained unafraid, although she blushed, as the sky does when the sun first stirs. She was stubborn in her attempt, and rushes to compete with the goddess, eager for a worthless prize.

Zeus' daughter did not refuse, and did not warn her opponent, or delay the contest a moment. Immediately they both positioned themselves in separate places, and stretched out the fine threads over the loom. They each worked quickly, their devotion not making it seem like hard work.

There, shades of purple, dyed in Tyrian bronze vessels, are woven into the cloth, and also lighter colours, shading off gradually. The threads touched each other, but seemed to follow their own trail, as when, after a rainstorm, the sky is struck by the sunlight and is stained by a rainbow, in which a thousand separate colours shine, but the eye still cannot see the transitions, and on the loom, an ancient tale is spun in the web.

Athena depicts the hill of Ares, and the court of the Aeropagus, and the old dispute between Poseidon and herself as to who had the right to the city Athens and its name. On the hill, the twelve gods sit in great majesty, on their high thrones, with Zeus in the middle.

She weaves the gods with their familiar attributes; the image of Jupiter first, with thunderbolt and eagle. Then she wove the Ocean god, Poseidon, standing and striking the rough stone, with his long trident, and seawater flowing from the centre of the shattered rock, a token of his claim to the city.

She gave herself a shield, a sharp pointed spear, and a helmet for her head, while the aegis protected her chest. She showed an olive-tree with pale trunk, thick with fruit, born from the earth at a blow from her spear, the gods marvelling around it.

Then she added four scenes of contest in the four corners, each with miniature figures in their own colours, so that her rival might learn from her examples, what punishment she might expect for her outrageous challenge to a god. One corner showed Mount Rhodope and icy Mount Haemus, once housing mortal beings who ascribed the names of the highest gods to themselves, who were punished severely for their hubris and arrogance.

The second corner showed the miserable fate of the queen of the Pygmies: how Hera, having overcome her in a contest, ordered her to become a crane and wage war on her own people.

In the third corner she pictured Antigone, whom Queen Hera turned into a bird for having dared to compete with her as Zeus' great wife. Neither Antigone's father Laomedon, nor her city Ilium were of any help to her, but as a white stork she could applaud herself with her clattering beak.

The only corner left showed Cinyras, grieving, as he is seen weeping as he clasps the stone steps of the temple that were once his daughters' limbs. Athena surrounded the outer edges with the olive wreaths of peace and so finished her work with emblems of her own tree.

Arachne, being upset by Athena and the gods, decided to weave tales of their flaws, mistakes and wrongdoings. She depicted Europa being deceived by Zeus in the form of the bull: the spinners' audience thought it a real bull and real waves. Europa was seen looking back to the shore she has left, and calling to her companions, displaying fear at the touch of the surging water, and drawing up her shrinking feet.

Secondly, Arachne showed Asterie, held by Zeus in form of an eagle, struggling. Then Leda lying beneath the swan's wings, the swan being Zeus once again.

She added Zeus again, who, hidden in the form of a satyr, gave Antiope twins against her will.

Then again, Zeus who was charmed by Alcmena, while in the form of Amphitryon

Charmed by Danaë, while in the form of a golden shower.

Charmed by Aegina, daughter of Asopus, while in the form of a flame.

She wove Poseidon as well, in form of a fierce bull for Canace, Aeolus's daughter. In Enipeus's form he begot the Aloidae, and deceived Theophane as a ram. Melantho knew him as a dolphin. She gave all these their own attributes, and wove details of each scene.

She showed Phoebus with the wings of a hawk, and in a lion's skin, and how as a shepherd he tricked Isse, Macareus's daughter.

She showed how Bacchus ensnared Erigone with delusive grapes, and how Saturn as the double of a horse begot Chiron. The outer edge of the web, surrounded by a narrow border, had flowers interwoven with entangled ivy.

Neither Athena nor Envy herself could fault Arachne's work. The golden-haired warrior goddess was grieved by her opponent's success, and tore the tapestry embroidered with the gods' crimes. She struck Arachne four times, on the forehead.

The unfortunate girl could not bear it, and courageously slipped a noose around her neck. Athena, in pity, lifted her as she hung, and said these words,

'Live on then, and yet hang, condemned one, but, lest you are careless in future, this same condition is declared, in punishment, against your descendants, to the last generation!'

Departing after saying this, she sprinkled Arachne with the juice of Hecate's herb, and immediately as the dark poison touched her face, Arachne's hair fell out. With it went her nose and ears, her head shrank to the smallest size, and her whole body became tiny. Her slender fingers stuck to her sides as legs, the rest is belly, from which she still spins a thread, and, as a spider, weaves her ancient web.