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Where be ye now, when she is nigh defil’d Offilthy wretch? well may she you reprove Offalshood, or of sloth, when most it may behove.

But if that thou, Sir Satyrane, didst weet,
Or thou, Sir Peridure, her sorry state,
How soon would ye assemble many a fleet
To fetch from sea, that ye at land lost late 2
Towers, cities, kingdoms, ye would ruinate,
In your avengement and dispiteous rage,
Norought your burning fury might abate;
But if Sir Calidore could it presage,
No living creature could his cruelty assuage.

But since that none of all her knights is nigh,
See how the heavens of voluntary grace,
And sovereign favour towards chastity,
Do succour send to her distressed case:
So much high God doth innocence embrace.
It fortuned, while thus she stiffly strove,
And the wide sea importuned long space
With shrilling shrieks, Proteus abroad did rove,
Along the foaming waves driving his finny drove.

Proteus is shepherd of the seas of yore,
And hath the charge of Neptune's mighty herd;
An aged sire with head all frory hoar,
And sprinkled frost upon his dewy beard:
Who when those pitiful outcries he heard
Through all the seas so ruefully resound,
His chariot swift in haste he thither steer'd,
Which with a team of scaly Phocas bound
Was drawn upon the waves, that foamed him around.

And coming to that fisher's wandring boat
That went at will, withouten card or sail -
He therein saw that irksome sight, which smote
Deep indignation and compassion frail
Into his heart at once: strait did he hail
The greedy villain from his hoped prey;
Of which he now did very little fail,
And with his staff that drives his herd astray,
Him beat so sore, that life and sense did much dis-
The while the piteous lady up did rise,
Ruffled and foully rayd with filthy soil,
And blubbered face with tears of her fair eyes:
Her heart nigh broken was with weary toil
To save herself from that outrageous spoil:
But when she looked up, to weet what wight
Had her from so infamous fact assoil'd,
For shame, but more for fear of his grim sight,
Down in her lap she hid her face, and loudly shright.

Herself not saved yet from danger dread
She thought, but chang'd from one to other fear;
Like as a fearful partridge, that is fled
From the sharp hawk, which her attacked near,
And falls to ground, to seek for succourthere,
Whereas the hungry spaniel she does spy,
With greedy jaws her ready for to tear;
In such distress and sad perplexity
Was Florimell, when Proteus she did see thereby.

But he endeavoured with speeches mild, -
Her to recomfort, and accourage bold,
Bidding her fear no more her foeman vild,
Nor doubt himself; and who he was, her told.
Yet all that could not from affright her hold,
Nor to recomfort her at all prevail'd;
For, her faint heart was with the frozen cold
Benumb'd so inly, that her wits nigh fail'd,
And all her senses with abashment quite were
Her up betwixt his rugged hands he rear'd,
And with his frory lips full softly kiss'd,
While the cold isicles from his rough beard
Dropped adown upon her ivory breast:
Yet he himself so busily address'd,
That her out of astonishment he wrought,
And out of that same fisher's filthy nest
Removing her, into his chariot brought,
And there with many gentle terms her fairbesought.

But that old lecher, which with bold assault
That beauty durst presume to violate,
He cast to punish for his heinous fault;
Then took he him yet trembling since of late
And tied behind his chariot, to aggrate
The virgin, whom he had abus’d so sore:
So dragg'd him through the waves in scornful state.
And after cast him up upon the shore;
But Florimell with him unto his bower he bore.

His bower is in the bottom of the main,
Under a mighty rock, gainst which do rave
The roaring billows in their proud disdain;
That with the angry roaring of the wave,
Therein is eaten out an hollow cave,
That seems rough mason's hand with engines keen,
Had long while laboured it to engrave:
There was his wonne, nor living wight was seen,
Save one did nymph, hight Panope, to keep it cleau.

Thither he brought the sorry Florimell,
And entertained her the best he might;
And Panope her entertain'd eke well,
As an immortal might a mortal wight,
To win her liking unto his delight:
With flattering words he sweetly wooed her,
And offered fair gifts to allure her sight:
But she both offers and the offerer
Despis'd, and all the fawning of the flatterer.

Daily he tempted her with this or that,
And never suffered her to be at rest:
But evermore she him refused flat,
And all his feigned kindness did detest;
So firmly she had sealed up her breast.
Sometimes he boasted, that a god he hight:
But she a mortal creature loved best:
Then he would make himself a mortal wight;
But then she said she lov’d none but a fairy knight.

Then like a fairy knight himself he dress'd, For, every shape on him he could endew: Then like a king he was to her express'd,

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And clapp'd on high his coloured winges twain,
That all his many it afraid did make:
Then, blinding him again, his way he forth did take.

Behind him was Reproach, Repentance, Shame;
Reproach the first, Shame next, Repent behind:
Repentance feeble, sorrowful and lame:
Reproach despiteful, careless, and unkind;
Shame most ill-favour'd, bestial, and blind; [scold;
Shame lour'd, Repentance sigh'd, Reproach did
Reproach sharp stings, Repentance whips entwin'd,
Shame burning brand-irons in her hand did hold;
All three to each unlike, yet all made in one mould.

And after them, a rude confused rout
Of persons flock'd, whose names is hard to read:
Amongst them was stern Strife, and Anger stout,
Unquiet Care, and fond Unthriftihead,
Lewd Loss of Time, and Sorrow seeming dead,
Inconstant Change, and false Disloyalty,
Consuming Riotise, and guilty Dread
Of heavenly vengeance, faint Infirmity,
Vile Poverty, and lastly Death with Infamy.

There were full many more like maladies,
Whose names and natures I not readen well;
So many more as there be phantasies
In wandering women's wit, that none can tell;
Or pains in love, or punishments in hell:
And, which disguised, march'd, in masking wise,
About the chamber with that Damosel,
And then returned (having marched thrice)
Into the inner room, from whence they first did rise.


well said the wise man, now prov’d true by this,
which to this gentle squire did happen late;
That the displeasure of the mighty is
Than death itself more dread and desperate:
For, nought the same may calm, nor mitigate,
Till time the tempest do thereof allay
With sufferance soft, which rigour can abate,
And have the stern remembrance wip'd away
Of bitter thoughts, which deep therein infixed lay.

Like as it fell to this unhappy boy,
Whose tender heart the fair Belphebe had
With one stern look so daunted, that no joy
In all his life, which afterwards he lad,
He ever tasted; but with penance sad,
And pensive sorrow, pin’d and wore away, [glad;
Nor ever laugh'd, nor once shew’d countenance
But always wept and wailed night and day, [decay;
As blasted blossom, through heat, doth languish and

Till on a day (as in his wonted wise
His dole he made) there chanc'd a turtle-dove
To come, where he his dolours did devise,
That likewise late had lost her dearest love;
Which loss her made like passion also prove.
Who seeing his sad plight, her tender heart


With dear compassion deeply did emmove,
That she gan moan his undeserved smart,
And with her doleful accent, bear with him a part.

She, sitting by him, as on ground he lay,
Her mournful notes full piteously did frame,
And thereof made a lamentable lay,
So sensibly compil'd, that in the same
Him seemed oft he heard his own right name.
With that, he forth would pour so plenteous tears,
And beat his breast unworthy of such blame,
And knock his head, and rend his rugged hairs,
That could have pierc'd the hearts of tigers and of

[bears. Thus long this gentle bird to him did use, Withouten dread of peril to repair Unto his wonne; and with her mournful muse Him to recomfort in his greatest care, That much did ease his mourning and misfare: And every day, for guerdon of her song, He part of his small feast to her would share; That, at the last, of all his woe and wrong, Companion she became, and so continued long.

Upon a day, as she him sate beside,
By chance he certain moniments forth drew,
Which yet with him as relicks did abide
Of all the bounty, which Belphebe threw
On him, while goodly grace she did him shew :
Amongst the rest, a jewel rich he found,
That was a ruby of right perfect hue,
Shap'd like a heart, yet bleeding of the wound,
And with a little golden chain about it bound.

The same he took, and with a ribbon new
(in which his lady's colours were) did bind
About the turtle’s neck, that with the view
Did greatly solace his engrieved mind.
All unawares the bird, when she did find
Herself so deck'd, her nimble wings display'd,
And flew away, as lightly as the wind:
Which sudden accident him much dismay’d,
And looking after long, did mark which way she
But, when as long he looked had in vain,
Yet saw her forward still to make her flight,
His weary eye return'd to him again,
Full of discomfort and disquiet plight,
That both his jewel he had lost so light,
And eke his dear companion of his care.
But that sweet bird departing, flew forth right
Through the wide region of the wasteful air,
Until she came where wonned his Belphebe fair.

There found she her (as then it did betide)
Sitting in covert shade of arbors sweet,
After late weary toil, which she had tried
In savage chace, to rest as seem'd her meet.
There she alighting, fell before her feet,
And gan to her, her mournful plaint to make,
As was her wont: thinking to let her weet
The great tormenting grief, that for her sake [take.
Her gentlesquire through her displeasure did par-

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