mightie Prince it seemd to be,
And towards it a broad high way that led,
All bare through peoples feet which thether traveiled.

Great troupes of people traveild thetherward
Both day and night, of each degree and place;
But few returned, having scaped hard,
With balefull beggery, or foule disgrace;
Which ever after in most wretched case,
Like loathsome lazars, by the hedges lay.
Thether Duessa badd him bend his pace,
For she is wearie of the toilsom way,
And also nigh consumed is the lingring day.

A stately Pallace built of squared bricke,
Which cunningly was without morter laid,
Whose wals were high, but nothing strong nor thick,
And golden foile all over them displaid,
That purest skye with brightnesse they dismaid:
High lifted up were many loftie towres,
And goodly galleries far over laid,
Full of faire windowes and delightful bowres:
And on the top a Diall told the timely howres.

It was a goodly heape for to behould,
And spake the praises of the workmans witt;
But full great pittie, that so faire a mould
Did on so weake foundation ever sitt:
For on a sandie hill, that still did flitt
And fall away, it mounted was full hie,
That every breath of heaven shaked itt:
And all the hinder partes, that few could spie,
Were ruinous and old, but painted cunningly.

Arrived there, they passed in forth right;
For still to all the gates stood open wide:
Yet charge of them was to a Porter hight,
Cald Malvenú, who entrance none denide:
Thence to the hall, which was on every side
With rich array and costly arras dight.
Infinite sortes of people did abide
There waiting long, to win the wished sight
Of her, that was the Lady of that Pallace bright.

By them they passe, all gazing on them round,
And to the Presence mount; whose glorious vew
Their frayle amazed senses did confound:
In living Princes court none ever knew
Such endlesse richesse, and so sumpteous shew;
Ne Persia selfe, the nourse of pompous pride,
Like ever saw. And there a noble crew
Of Lords and Ladies stood on every side,
Which with their presence fayre the place much beautifide.

High above all a cloth of State was spred,
And a rich throne, as bright as sunny day;
On which there sate, most brave embellished
With royall robes and gorgeous array,
A mayden Queene that shone as Titans ray,
In glistring gold and perelesse pretious stone;
Yet her bright blazing beautie did assay
To dim the brightnesse of her glorious throne,
As envying her selfe, that too exceeding shone:

Exceeding shone, like Phœbus fayrest childe,
That did presume his fathers fyrie wayne,
And flaming mouthes of steedes, unwonted wilde,
Through highest heaven with weaker hand to rayne:
Proud of such glory and advancement vayne,
While flashing beames do daze his feeble eyen,
He leaves the welkin way most beaten playne,
And, rapt with whirling wheeles, inflames the skyen
With fire not made to burne, but fayrely for to shyne.

So proud she shyned in her Princely state,
Looking to heaven, for earth she did disdayne,
And sitting high, for lowly she did hate:
Lo underneath her scornefull feete was layne
A dreadfull Dragon with an hideous trayne;
And in her hand she held a mirrhour bright,
Wherein her face she often vewed fayne,
And in her selfe-lov’d semblance tooke delight;
For she was wondrous faire, as any living wight.

Of griesly Pluto she the daughter was,
And sad Proserpina, the Queene of hell;
Yet did she thinke her pearelesse worth to pas
That parentage, with pride so did she swell;
And thundring Jove, that high in heaven doth dwell
And wield the world, she claymed for her syre,
Or if that any else did Jove excell;
For to the highest she did still aspyre,
Or, if ought higher were than that, did it desyre.

And proud Lucifera men did her call,
That made her selfe a Queene, and crownd to be;
Yet rightfull kingdome she had none at all,
Ne heritage of native soveraintie;
But did usurpe with wrong and tyrannie
Upon the scepter which she now did hold:
Ne ruld her Realme with lawes, but pollicie,
And strong advizement of six wisards old,
That, with their counsels bad, her kingdome did uphold.

Soone as the Elfin knight in presence came,
And false Duessa, seeming Lady fayre,
A gentle Husher, Vanitie by name,
Made rowme, and passage for them did prepaire:
So goodly brought them to the lowest stayre
Of her high throne; where they, on humble knee
Making obeysaunce, did the cause declare,
Why they were come her roiall state to see,
To prove the wide report of her great Majestee.

With loftie eyes, halfe loth to looke so lowe,
She thancked them in her disdainefull wise;
Ne other grace vouchsafed them to showe
Of Princesse worthy; scarse them bad arise.
Her Lordes and Ladies all this while devise
Themselves to setten forth to straungers sight:
Some frounce their curled heare in courtly guise;
Some prancke their ruffes; and others trimly dight
Their gay attyre; each others greater pride does spight.

Goodly they all that knight doe entertayne,
Right glad with him to have increast their crew;
But to Duess’ each one himselfe did payne
All kindnesse and faire courtesie to shew,
For in that court whylome her well they knew:
Yet the stout Faerie mongst the middest crowd
Thought all their glorie vaine in knightly vew,
And that great Princesse too exceeding prowd,
That to strange knight no better countenance allowd.

Suddein upriseth from her stately place
The roiall Dame, and for her coche doth call:
All hurtlen forth; and she, with princely pace,
As faire Aurora in her purple pall
Out of the East the dawning day doth call.
So forth she comes; her brightnes brode doth blaze.
The heapes of people, thronging in the hall,
Doe ride each other upon her to gaze:
Her glorious glitter and light doth all mens eies amaze.

So forth she comes, and to her coche does clyme,
Adorned all with gold and girlonds gay,
That seemd as fresh as Flora in her prime;
And

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