Alma she called was; a virgin bright,
That had not yet felt Cupides wanton rage;
Yet was shee woo'd of many a gentle knight,
And many a lord of noble parentage,
That sought with her to lincke in marriage:
For shee was faire, as faire mote ever bee,
And in the flowre now of her freshest age;
Yet full of grace and goodly modestee,
That even Heven reioyced her sweete face to see.

In robe of lilly white she was arayd,
That from her shoulder to her heele downe raught;
The traine whereof loose far behind her strayd,
Braunched with gold and perle most richly wrought,
And borne of two faire damsels which were taught
That service well: her yellow golden heare
Was trimly woven and in tresses wrought,
Ne other tire she on her head did weare,
But crowned with a garland of sweete rosiere.,

Goodly shee entertaind those noble knights,
And brought them up into her castle hall;
Where gentle court and gracious delight
Shee to them made, with mildnesse virginall,
Shewing herselfe both wise and liberall.
There when they rested had a season dew,
They her besought of favour speciall

Of that faire castle to affoord them vew: [did shew.
Shee graunted; and, them leading forth, the same

First she them led up to the castle wall,
That was so high as foe might not it clime,
And all so faire and sensible withall;
Not built of bricke, ne yet of stone and lime,
But of thing like to that Ægyptian slime,
Whereof king Nine whilome built Babell towre:
But O great pitty, that no lenger time
So goodly workmanship should not endure! [sure.
Soone it must turne to earth: no earthly thing is

The frame thereof seemd partly circulare,
And part triangulare; O worke divine!
Those two the first and last proportions are;
The one imperfect, mortall, fœminine;
Th' other immortall, perfect, masculine;
And twixt them both a quadrate was the base,
Proportiond equally by seven and nine;
Nine was the circle sett in Heavens place:
All which compacted made a goodly diapase.

Therein two gates were placed seemly well:
The one before, by which all in did pas,
Did th' other far in workmanship excell;
For not of wood, nor of enduring bras,
But of more worthy substance fram'd it was:
Doubly disparted, it did locke and close,
That, when it locked, none might thorough pas,
And, when it opened, no man might it close;
Still opened to their friendes, and closed to their

foes.

Of hewen stone the porch was fayrely wrought,
Stone more of valew, and more smooth and fine,
Then iett or marble far from Ireland brought;
Over the which was cast a wandring vine,
Enchaced with a wanton yvie twine:
And over it a fayre portcullis hong,
Which to the gate directly did incline
With comely compasse and compacture strong,
Nether unseemly short, nor yet exceeding long.

Within the barbican a porter sate,

Day and night duely keeping watch and ward;
Nor wight nor word mote passe out of the gate,
But in good order, and with dew regard;
Utterers of secrets he from thence debard,
Bablers of folly, and blazers of cryme:
His larum-bell might lowd and wyde be hard
When cause requyrd, but never out of time;
Early and late it rong, at evening and at prime.

And rownd about the porch on every syde
Twise sixteene warders satt, all armed bright
In glistring steele, and strongly fortifyde:
Tall yeomen seemed they and of great might,
And were enraunged ready still for fight.
By them as Alma passed with her guestes,
They did obeysaunce, as beseemed right,
And then againe retourned to their restes:
The porter eke to her did lout with humble gestes.
Thence she them brought into a stately hall,
Wherein were many tables fayre dispred,
And ready dight with drapets festivall,
Against the viaundes should be ministred.
At th' upper end there sate, yclad in red
Downe to the ground, a comely personage,
That in his hand a white rod menaged;
He steward was, hight Diet; rype of age,
And in demeanure sober, and in counsell sage.

And through the hall there walked to and fro
A iolly yeoman, marshall of the same,
Whose name was Appetite; he did bestow
Both guestes and meate, whenever in they came,
And knew them how to order without blame,
As him the steward badd. They both attone
Did dewty to their lady, as became ;
Who, passing by, forth ledd her guestes anone
Into the kitchin rowme, ne spard for nicenesse none.

It was a vaut ybuilt for great dispence,
With many raunges reard along the wall,
And one great chimney, whose long tonnell thence
The smoke forth threw: and in the midst of all
There placed was a caudron wide and tall
Upon a mightie furnace, burning whott,
More whott then Aetn', or flaming Mongiball:
For day and night it brent, ne ceased not,
So long as any thing it in the caudron gott.

But to delay the heat, least by mischaunce
It might breake ont and set the whole on fyre,
There added was by goodly ordinaunce
An huge great payre of beilowes, which did styre
Continually, and cooling breath inspyre.
About the caudron many cookes accoyld
With hookes and ladles, as need did requyre;
The whyles the viaundes in the vessell boyld,
They did about their businesse sweat, and sorely
toyld.

The maister cooke was cald Concoction;
A carefull man, and full of comely guyse:
The kitchin clerke, that hight Digestion,
Did order all th' achátes in seemely wise,
And set them forth, as well he could devise.
The rest had severall offices assynd;
Some to remove the scum as it did rise,
Others to beare the same away did mynd;
And others it to use according to his kynd.

But all the liquour, which was fowle and waste,
Not good nor serviceable elles for ought,
They in another great rownd vessell plaste,
Till by a conduit pipe it thence were brought;
And all the rest, that noyous was and nought,
By secret wayes, that none might it espy,
Was close convaid, and to the backgate brought,
That cleped was Port Esquiline, whereby
It was avoided quite, and throwne out privily.

Which goodly order and great workmans skill
Whenas those knightes beheld, with rare delight
And gazing wonder they their mindes did fill;
For never had they seene so straunge a sight.
Thence backe againe faire Alma led them right,
And soone into a goodly parlour brought,
That was with royall arras richly dight,
In which was nothing pourtrahed nor wrought;
Not wrought nor pourtrahed, but easie to be thought:
And in the midst thereof upon the floure
A lovely bevy of faire ladies sate,
Courted of many a iolly paramoure,

The which them did in modest wise amate,
And each one sought his lady to aggrate:
And eke emongst them litle Cupid playd
His wanton sportes, being retourned late
From his fierce warres, and having from him layd
His cruell bow, wherewith he thousands hath dis-
mayd.

Diverse delights they fownd themselves to please;
Some song in sweet consórt; some laught for ioy;
Some plaid with strawes; some ydly satt at ease;
But other some could not abide to toy,

[blush;

All pleasaunce was to them griefe and annoy:
This fround; that faund; the third for shame did
Another seemed envious, or coy;
Another in her teeth did gnaw a rush :
But at these straungers presence every one did hush.
Soone as the gracious Alma came in place,
They all attonce out of their seates arose,
And to her homage made with humble grace:
Whom when the knights beheld, they gan dispose
Themselves to court, and each a damzell chose:
The prince by chaunce did on a lady light,
That was right faire and fresh as morning rose,
But somwhat sad and solemne eke in sight,
As if some pensive thought constraind her gentle
spright.

In a long purple pall, whose skirt with gold
Was fretted all about, she was arayd;
And in her hand a poplar braunch did hold:
To whom the prince in courteous maner sayd;
"Gentle madáme, why beene ye thus dismayd,
And your faire beautie doe with sadnes spill?
Lives any that you hath thus ill apayd?

Or doen you love, or doen you lack your will?
Whatever bee the cause, it sure beseemes you ill."

"Fayre sir," said she, halfe in disdaineful wise,
"How is it that this word in me ye blame,
And in yourselfe doe not the same advise?
Him ill beseemes anothers fault to name,
That may unwares be blotted with the same:
Pensive I yeeld I am, and sad in mind,
Through great desire of glory and of fame;
Ne ought I weene are ye therein behynd,

The prince was inly moved at her speach,
Well weeting trew what she had rashly told;
Yet with faire semblaunt sought to hyde the breach,
Which chaunge of colour did perforce unfold,
Now seeming flaming whott, now stony cold:
Tho, turning soft aside, he did inquyre
What wight she was that poplar braunch did hold:
It answered was, her name was Prays-desire,
That by well doing sought to honour to aspyre.

The whiles the Faery knight did entertaine
Another damsell of that gentle crew,

That was right fayre and modest of demayne,
But that too oft she chaung'd her native hew:
Straunge was her tyre, and all her garment blew,
Close rownd about her tuckt with many a plight:
Upon her fist the bird, which shonneth vew
And keepes in coverts close from living wight,
Did sitt, as yet ashamd how rude Pan did her dight.

So long as Guyon with her communed,
Unto the grownd she cast her modest eye,
And ever and anone with rosy red

The bashfull blood her snowy cheekes did dye,
That her became, as polisht yvory
Which cunning craftesman hand hath overlayd
With fayre vermilion or pure castory.
Great wonder had the knight to see the mayd
So straungely passioned, and to her gently said;

"Fayre damzell, seemeth by your troubled cheare,
That either me too bold ye weene, this wise
You to molest, or other ill to feare
That in the secret of your hart close lyes,
From whence it doth, as cloud from sea, aryse:
If it be I, of pardon I you pray;
But, if ought else that I mote not devyse,
I will, if please you it discure, assay
To ease you of that ill, so wisely as I may."

She answerd nought, but more abasht for shame
Held downe her head, the whiles her lovely face
The flashing blood with blushing did inflame,
And the strong passion mard her modest grace,
That Guyon mervayld at her uncouth cace;
Till Alma him bespake; "Why wonder yee,
Faire sir, at that which ye so much embrace?
She is the fountaine of your modestee;
You shamefast are, but Shamefastnes itselfe is shee."

Thereat the Elfe did blush in privitee,
And turnd his face away; but she the same
Dissembled faire, and faynd to oversee.
Thus they awhile with court and goodly game
Themselves did solace each one with his dame,
Till that great lady thence away them sought
To vew her castles other wondrous frame:
Up to a stately turret she them brought,
Ascending by ten steps of alablaster wrought.

The roofe hereof was arched over head,
And deckt with flowers and herbars daintily;
Two goodly beacons, set in watches stead,
Therein gave light, and flamd continually:
For they of living fire most subtilly

Were made, and set in silver sockets bright,
Cover'd with lids deviz'd of substance sly,
That readily they shut and open might.
O, who can tell the prayses of that Makers might!

Ne can I tell, ne can I stay to tell,

This parts great workemanship and wondrous powre,
That all this other worldes worke doth excell,
And likest is unto that heavenly towre
That God hath built for his owne blessed bowre.
Therein were divers rowmes, and divers stages;
But three the chiefest and of greatest powre,
In which there dwelt three honorable sages,
The wisest men, I weene, that lived in their ages.

Not he, whom Greece, the nourse of all good arts,
By Phoebus doome the wisest thought alive,'
Might be compar'd to these by many parts:
Nor that sage Pylian syre, which did survive
Three ages, such as mortall men contrive,
By whose advise old Priams cittie fell,
With these in praise of pollicies mote strive.
These three in these three rowmes did sondry dwell,
And counselled faire Alma how to governe well.

The first of them could things to come foresee;
The next could of thinges present best advize;
The third things past could keep in memoree:
So that no time nor reason could arize,
But that the same could one of these comprize.
Forthy the first did in the forepart sit,
That nought mote hinder his quicke preiudize;
He had a sharpe foresight and working wit
That never idle was, ne once would rest a whit.

His chamber was dispainted all within
With sondry colours, in the which were writ
Infinite shapes of thinges dispersed thin;
Some such as in the world were never yit,
Ne can devized be of mortall wit;
Some daily seene and knowen by their names,
Such as in idle fantasies do fit;

Infernall hags, centaurs, feendes, hippodames, Apes, lyons, aegles, owles, fooles, lovers, children, dames.

And all the chamber filled was with flyes

Which buzzed all about, and made such sound
That they encombred all mens eares and eyes;
Like many swarmes of bees assembled round
After their hives with honny do abound.
All those were idle though es and fantasies,
Devices, dreames, opinions unsound,
Shewes, visions, sooth-sayes, and prophesies;
And all that fained is, as leasings, tales, and lies.

Emongst them all sate he which wonned there,
That hight Phantastes by his nature trew;
A man of yeares yet fresh, as mote appere,
Of swarth complexion, and of crabbed hew,
That him full of melancholy did shew;
Bent hollow beetle browes, sharpe staring eyes,
That mad or foolish seemd: one by his vew
Mote deeme him borne with ill-disposed skyes,
When oblique Saturne sate in th' house of agonyes.
VOL. III.

Whom Alma having shewed to her guestes, [wals
Thence brought them to the second rowme, whose
Were painted faire with memorable gestes
Of famous wisards; and with picturals
Of magistrates, of courts, of tribunals,
Of commen wealthes, of states, of pollicy,
Of lawes, of judgementes, and of décretals,
All artes, all science, all philosophy,
And all that in the world was ay thought wittily.

Of those that rowme was full; and them among
There sate a man of ripe and perfect age,
Who did them meditate all his life long,
That through continuall practise and usage
He now was growne right wise and wondrous sage:
Great plesure had those straunger knightes to see
His goodly reason and grave personage,
That his disciples both desyrd to bee: [of three.
But Alma thence them led to th' hindmost rowme

Thus Brute this realme unto his rule subdewd,
And raigned long in great felicity,
Lov'd of his freends, and of his foes eschewd:
He left three sonnes, his famous progeny,
Borne of fayre Inogene of Italy;

Mongst whom he parted his imperiall state,
And Locrine left chiefe lord of Britany.
At last ripe age bad him surrender late
His life, and long good fortune, unto finall fate.

Locrine was left the soveraine lord of all;
But Albanact had all the northerne part,
Which of himselfe Albania he did call;
And Camber did possesse the westerne quart,
Which Severne now from Logris doth depart:
And each his portion peaceably enjoyd,

Ne was there outward breach, nor grudge in hart,
That once their quiet government annoyd;
But each his paynes to others profit still employd.

Untill a nation straung, with visage swart
And corage fierce that all men did affray,
Which through the world then swarmd in every part,
And overflowd all counties far away,

Like Noyes great flood, with their impórtune sway,
This land invaded with like violence,
And did themselves through all the north display:
Untill that Locrine for his realmes defence,
Did head against them make and strong munificence.

He them encountred, a confused rout,
Foreby the river that whylóme was hight
The ancient Abus, where with courage stout
He them defeated in victorious fight,
And chaste so fiercely after fearefull flight,
That forst their chiefetain, for his safeties sake,
(Their chiefetain Humber named was aright)
Unto the mighty streame him to betake,
Where he an end of batteill and of life did make.

The king retourned proud of victory,
And insolent wox through unwonted ease,
That shortly he forgot the ieopardy,
Which in his land he lately did appease,
And fell to vaine voluptuous disease:
He lov'd faire ladie Estrild, leudly lov'd,
Whose wanton pleasures him too much did please,
That quite his hart from Guendolene remov'd,
From Guendolene his wife, though alwaies faithful
prov'd.

The noble daughter of Corinëus

Would not endure to bee so vile disdaind,
But, gathering force and corage valorous,
Encountred him in batteill well ordaind,
In which him vanquisht she to fly constraind :
But she so fast pursewd, that him she tooke
And threw in bands, where he till death remaind;
Als his faire leman flying through a brooke
She overhent, nought moved with her piteous looke;

But both herselfe, and eke her daughter deare
Begotten by her kingly paramoure,
The faire Sabrina, almost dead with feare,
She there attached, far from all succoúre:
The one she slew upon the present floure;
But the sad virgin innocent of all
Adowne the rolling river she did poure,
Which of her name now Severne men do call:
Such was the end that to disloyall love did fall.

Then for her sonne, which she to Locrin bore,
(Madan was young, unmeet the rule to sway)
In her owne hand the crowne she kept in store,
Till ryper years he raught and stronger stay:
During which time her powre she did display
Through all this realme, the glory of her sex,
And first taught men a wornan to obay:
But, when her sonne to mans estate did wex,
She it surrendred, ne her selfe would lenger vex.

Tho Madan raignd, unworthie of his race;
For with all shame that sacred throne he fild.
Next Memprise, as unworthy of that place,
In which being consorted with Manild,
For thirst of single kingdom him he kild.
But Ebranck salved both their infamies
With noble deedes, and warreyd on Brunchild
In Henault, where yet of his victories [vies.
Brave moniments remaine, which yet that land en-

An happy man in his first dayes he was,
And happy father of faire progeny:
For all so many weekes, as the yeare has,
So many children he did multiply;
Of which were twentie sonnes, which did apply
Their mindes to prayse and chevalrous desyre:
Those germans did subdew all Germany,
Of whom it hight; but in the end their syre [tyre.
With foule repulse from Fraunce was forced to re-
Which blott his sonne succeeding in his seat,
The second Brute, the second both in name
And eke in semblaunce of his puissaunce great,
Right weli recur'd, and did away that blame
With recompence of everlasting fame:
He with his victour sword first opened

The bowels of wide Fraunce, a forlorne dame,
And taught her first how to be conquered; [sacked.
Since which, with sondrie spoiles she hath been ran-

Let Scaldis tell, and let tell Hania,
And let the marsh of Esthambruges tell,
What colour were their waters that same day,
And all the moore twixt Elversham and Dell,
With blood of Henalois which therein fell.
How oft that day did sad Brunchildis see
The greene shield dyde in dolorous vermell?
That not scuith guiridh it mote seeme to bee,
But rather y scuith gogh, signe of sad crueltee.

His sonne king Leill, by fathers labour long,
Enioyd an heritage of lasting peace,
And built Cairleill, and built Cairleon strong.
Next Huddibras his realme did not encrease,
But taught the land from wearie wars to cease.
Whose footsteps Bladud following, in artes
Exceld at Athens all the learned preace,
From whence he brought them to these salvage parts,
And with sweet science mollifide their stubborne
harts.