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XXXV.

Diverse delights they found themselves to please;
Some fung in sweet confort, fome laught for joy,
Some plaid with ftraws, fome idly fate at eafe;
But other fome could not abide to toy,

All pleafance was to them grief and annoy:
This frown'd, that fawn'd, the third for fhame did blush,
Another feemed envious, or coy,

Another in her teeth did gnaw a rush:

But at these strangers prefence every one did hush.
XXXVI.

Soon as the gracious Alma came in place,
They all attonce out of their feats arofe,

And to her homage made, with humble grace:
Whom when the Knights beheld, they 'gan difpofe
Themselves to court, and each a Damfel chofe:
The Prince (by chance) did on a Lady light,
That was right fair and fresh as morning Rofe,
But fome-what fad, and folemn eke in fight,
As if fome penfive thought conftrain'd her gentle fpright.
XXXVII.

In a long purple pall, whose skirt with gold
Was fretted all about, fhe was arraid;

And in her hand a Poplar branch did hold;
To whom the Prince in courteous manner faid;
Gentle Madame, why been ye thus difmaid,
And your fair beauty do with fadness spill?
Lives any, that you hath thus ill apaid?

Or doen you love, or do you lack your will?
Whatever be the caufe, it fure befeems you ill.
XXXVIII.

Fair Sir, faid he (half in difdainful wife)
How is it that this word in me ye blame,
And in your felf do not the fame advise?
Him ill befeems, anothers fault to name,
That may unwares be blotted with the fame :
Penfive I yield I am, and fad in mind,
Through great defire of glory and of fame;
Ne ought (I ween) are ye therein behind,

[find.

That have twelve months fought one, yet no where can hes

XXXIX.

The prince was inly moved at her speech,
Well weeting true, what she had rafhly told;
Yet with fair femblaunt fought to hide the breach,
Which change of colour did perforce unfold,
Now feeming flaming hot, now ftony cold,
Tho turning foft afide, he did inquire,

What wight she was, that Poplar branch did hold:
It anfwer'd was, her name was Praife-defire,
That by well doing fought to honour to aspire.
XL.

The whiles the Fairy Knight did entertain
Another Damfel of that gentle crew,
That was right fair, and modest of demain,
But that to oft fhe chang'd her native hue;
Strange was her tire, and all her garment blue,
Close round about her tuckt with many a plight:
Upon her fift, the bird which fhunneth view,
And keeps in coverts clofe from living wight,
Did fit, as yet afham'd, how rude Pan did her dight,
XLI.

So long as Guyon with her communed,

Unto the ground fhe caft her modest eye,
And ever and anon with rofie red

The bashful blood her fnowy cheeks did dye,
That her became, as polifht ivory,

Which cunning craftsmans hand hath overlaid
With fair vermilion or pure caftory

Great wonder had the Knight to fee the maid
So ftrangely paffioned, and to her gently faid;
XLII.

Fair Damfel, feemeth by your troubled chear,
That either me to bold ye ween, this wife
You to moleft, or other ill to fear
That in the fecret of your heart close lies,
From whence it doth, as cloud from fea arife.
If it be I, of pardon I you pray
But if ought elfe that I mote not devise,
I will (if please you it difcoure) assay
To cafe you of that ill, fo wifely as I may.

XLIII.

She answer'd nought, but more abasht for fhame,
Held down her head, the whiles her lovely face
The flashing blood with blufhing did inflame,
And the ftrong paffion mar'd her modeft grace,
That Guyon mervail'd at her uncouth cafe:
Till Alma him befpake, why wonder ye
Fair Sir at that, which ye fo much embrace?
She is the fountain of your modefty;

You shamefac'd are, but Shamefac'dnefs it felf is fhe.
XLIV.

Thereat the Elf did blufh in privatee,

And turn'd his face away: but fhe the fame
Diffembled fair, and feign'd to oversee.

Thus they awhile with court and goodly game,
Themselves did folace each one with his Dame,
Till that great Lady thence away them fought,
To view her caftles other wondrous frame.
Up to a ftately turret fhe them brought,
Afcending by ten steps of alablafter wrought.
XLV.

That turrets frame moft admirable was,
Like highest heaven compaffed around,
And lifted high above this earthly mals,
Which it furview'd, as hills doen lower ground;
But not on ground mote like to this be found,
Not that which antique Cadmus whilome built
In Thebes, which Alexander did confound;

Nor that proud towre of Troy, though richly gilt, From which young Hectors blood by cruel Greeks was fpilt. XLVI.

The roof hereof was arched over head,

And deckt with flowres and herbars daintily 3
Two goodly beacons, fet in watches ftead,
Therein gave light, and flam'd continually:
For they of living fire moft fubtilly
Were made, and fet in filver fockets bright,
Cover'd with lids deviz'd of fubftance Ay,
That readily they fhut and open might.
O who can tell the praifes of that makers might.

XLVII.

Ne can I tell, ne can I ftay to tell

This parts great work manfhip, and wondrous powre, That all this other worlds work doth excell,

And likeft is unto that heavenly towre,

That God hath built for his own bleffed bowre.
Therein where diverfe rooms, and diverse stages,
But three the chiefeft, and of greateft powre,
In which there dwelt three honourable fages,
The wifeft men (I ween) that lived in their ages.
XLVIII.

Not he, whom Greece (the nourfe of all good arts)
By Phabus doom, the wifeft thought alive,
Might be compar'd to these by many parts:
Nor that fage Pylian fire, which did survive,
Three ages, fuch as mortal men contrive,
By whose advise old Priams city fell,
With these in praife of policies mote strive.
These three in thefe three rooms did fundry dwell,
And counfelled fair Alma, how to govern well.

XLIX.

The first of them could things to come fore-fee :
The next, could of things prefent best advise;
The third, things pafs could keep in memory:
So that no time, nor reafon could arife,
But that the fame could one of these comprize.
Forthy, the first did in the fore-part fit,

That nought mote hinder his quick prejudize :
He had a fharp fore-fight, and working wit,
That never idle was, ne once would rest a whit.

L.

His chamber was difpainted all within,

With fundry colours, in the which were writ
Infinite fhapes of things dispersed thin;
Some fuch as in the world were never yet,

Ne can devised be of mortal wit;

Some daily feen, and knowen by their names,
Such as in idle fantafies do flit:

Infernal Hags, Centaurs, Fiends, Hippodames,

Apes, Lyons, Eagles, Owls, fools, lovers, children, Dames.

LI.

And all the chamber filled was with flies,

Which buzzed all about, and made fuch found,
That they encombred all mens ears and eyes,
Like many fwarms of bees affembled round,
After their hives with honey do abound:
All those were idle thoughts and fantasies,
Devices, dreams, opinions unfound,

Shews, vifions, footh-fayes, and prophefies;
And all that feigned is, as leafings, tales, and lies.
LII.

Emongst them all fate he which wonned there,
That hight Phantaftes by his nature true;
A man of years yet fresh, as mote appear,
Of fwarth complexion, and of crabbed hue,
That him full of melancholy did fhew;
Bent hollow beetle brows, fharp staring eyes
That mad or foolish feem'd: one by his view
Mote deem him born with ill difpofed skies,
When oblique Saturn fate in th' house of agonies.
LIII.

Whom Alma having fhewed to her guests,

Thence brought them to the fecond room, whofe walls
Were painted fair with memorable gefts
Of famous wifards, and with picturals
Of magiftrates, of courts, of tribunals,
Of commonwealths, of ftates, of policy,
Of laws, of judgments, and of decretals;
All arts, all fcience, all philofophy,

And all that in the world was aye thought wittily,
LIV.

Of thofe that room was full: and them among
There fate a man of ripe and perfect age,
Who did them meditate all his life long;
That through continual practice and ufage,
He now was grown right wife, and wondrous fage.
Great pleasure had thofe ftranger Knights, to fee
His goodly reafon, and grave perfonage,

That his difciples both defir'd to be;

But Alma thence them led to th' hindmoft room of three,

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