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 jolly 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 cruel bow, wherewith he thousands hath dismayd.

Diverse delights they fownd them selves to please;
Some song in sweet consort; some laught for joy;
Some plaid with strawes; some ydly satt at ease;
But other some could not abide to toy;
All pleasaunce was to them griefe and annoy:
This fround, that faund, the third for shame did blush,
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 Madame, 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?
What ever bee the cause, it sure beseemes you ill.”

“Fayre Sir,” said she, halfe in disdaineful wise,
“How is it that this mood in me ye blame,
And in your selfe doe not the same advise?
Him ill beseemes anothers fault to name,
That may unwares bee 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,
That have three years sought one, yet no where can her find.

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 whyles the Faery knight did entertayne
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 commoned,
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 it selfe 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 Alabaster wrought.

That Turrets frame most admirable was,
Like highest heaven compassed around,
And lifted high above this earthly masse,
Which it survewd as hils doen lower ground;
But not on ground mote like to this be found:
Not that, which antique Cadmus whylome built
In Thebes, which Alexander did confound;
Nor that proud towre of Troy, though richly guilt,
From which young Hectors blood by cruell Greekes was spilt.

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

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