Sate by the fountaine side, in shade to rest,
Where gentle slumbring sleep oppressed him
Displaid on ground, and seized everie lim. 240

Of trecherie or traines nought tooke he keep,
But, looslie on the grassie greene dispredd,
His dearest life did trust to careles sleep;
Which, weighing down his drouping drowsie hedd,
In quiet rest his molten heart did steep, 245
Devoid of care, and feare of all falshedd:
Had not inconstant Fortune, bent to ill,
Bid strange mischance his quietnes to spill.

For at his wonted time in that same place
An huge great Serpent, all with speckles pide, 250
To drench himselfe in moorish slime did trace,
There from the boyling heate himselfe to hide:
He, passing by with rolling wreathed pace,
With brandisht tongue the emptie aire did gride*,
And wrapt his scalie boughts** with fell despight, 255
That all things seem'd appalled at his sight.
[* _Gride_, pierce]
[** _Boughts_, knots]

Now more and more having himselfe enrolde,
His glittering breast he lifteth up on hie,
And with proud vaunt his head aloft doth holde;
His creste above, spotted with purple die, 260
On everie side did shine like scalie golde;
And his bright eyes, glauncing full dreadfullie,
Did seeme to flame out flakes of flashing fyre,
And with sterne lookes to threaten kindled yre.

Thus wise long time he did himselfe dispace 265
There round about, when as at last he spide,
Lying along before him in that place,
That flocks grand captaine and most trustie guide:
Eftsoones more fierce in visage and in pace,
Throwing his firie eyes on everie side, 270
He commeth on, and all things in his way
Full stearnly rends that might his passage stay.

Much he disdaines that anie one should dare
To come unto his haunt; for which intent
He inly burns, and gins straight to prepare 275
The weapons which Nature to him hath lent;
Fellie he hisseth, and doth fiercely stare,
And hath his iawes with angrie spirits rent,
That all his tract with bloudie drops is stained,
And all his foldes are now in length outstrained. 280

Whom, thus at point prepared, to prevent,
A litle noursling of the humid ayre,
A Gnat, unto the sleepie shepheard went,
And marking where his ey-lids twinckling rare
Shewd the two pearles which sigh