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WHERE clear Pactolus glides through Phrygian

lands 'Tween banks of emeralds, on golden sands, And in his course does Lydia's confines trace With humid feet, and with a slippery pace, The bed-rid earth, to ease herself (opprest With her own weight, and crampt with her long rest) Her vaster limbs first stretches to a plain, Then to a mountain lifts her head again; A mountain ; such for height, as, if ’midst those Which toʻscale Heaven by the bold giants chose (Pelion, Olympus, Ossa) plac'd it were, Would like a cedar 'mongst low shrubs appear.

So far above the clouds his head doth rise,
That his green locks no summer dripping spies
With rain, his face no winter does behold
Mask'd with a snowy muffler 'gainst the cold.
The proud usurper seems as if he meant,
Scorning his low and baser element,
To make the airy region his own,
And plant for Juno an imperial throne.
Or like some new Briareus'he stands, [hands,
Arm’d with more large-spread oaks than he with
And menaces the stars ; his sides and back,
Woods which ne'er shade, fields which ne'er ver-

dure lack,
With a green mantle cloth, whose fringed base
A hundred brooks with streams of silver lace.
At foot of this tall rock, a cave disclos'd
It self; a cave, shady and dark : suppos'd
The sole design of Nature, as th’ effect,
Where she both workman play'd, and architect.
Over whose gaping mouth, her hand had hewn
Out of the living rock a lip of stone
Cut like a bending arch ; whence for more grace
(As 'twere the native porter of the place)
Green ivy wreath'd in many a subtle knot
Hung dangling : fore the entry of the grot
With streams of liquid pearl, (the humid son
Of some large torrent) a small brook does run,
Which, on the pebbles as it purling plays,
Does so harmonious a murmur raise,
Tun'd to so just a pitch, as dares defy
The birds' sweet notes, and with the lute may vie,

[th’midst of this vast cave, (which seems to prop With its arch'd back th' whole mountain) tow'rd

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the top

Opens a spacious vent; through which, its flight
The damp air takes entrance, the Sun's warm light.
The rude walls ivy, creeping round about,
With a green suit of taps’try hangs throughout.
The goddess, which in heaven's third orb does shine,
Did to these shades her amorous thefts confine.
Here her delights secur'd : whose passions prove
Her more the servant, than the queen of love.
Here Mars to war oft taught she in love's field,
With other weapons than with spear and shield;
Whilst 'bout his sinewy neck her arms she wound,
And his rough limbs in those soft fetters bound.
Here once three naked goddesses (’tis said)
With censuring eyes the Phrygian swain survey'd;
Whose judgement in that memorable strife
Gain'd him the beauteous Helen for his wife,
And gave to lovely Venus uncontroll'd
The prize of beauty, and the fruit of gold.
And here at last the winged son of Jove
And Maia, sported with the queen of love ;
Who, in these shades, (if fame have truth reveal'd)
And her soft bosom long time lay conceald.

Mean while great Jove, wond’ring at his neglect,
(Who of some message did return expect)
Thus with himself discours d 'bout his long stay:
“ Sure he lies lurking for some hop’d-for prey,
Or his light wings (doubtless h' had else return'd)
He in the sea hath wet, or fire hath burn'd.”
True, Jove; he lurking lay, but in the shade
Of Venus' arms ; whilst on her lips he prey'd.
His pinions he had sing'd; but with love's torch,
Which not so much his plumes as heart did scorch;
Drench'd too he had, and wet his lighter wing,
Not in the sea's salt 'waves, but love's sweet spring.

And now seven times the Sun with quick’ning ray Had lighted in the east the lamp of day; As oft the humid night had wrapp'd the skies In her black mantle, wrought with stars like

eyes; And yet no day goes by, no night'e'er passes, But sees these lovers link'd in close embraces. But from those arms (where long a pris'nor held) The loit'ring god, now to return compellid, Unwillingly their dear embrace declin’d: Yet left a growing pledge of love behind.

Nine times already had the Moon (constrain'd
By course) her orb into a crescent wan'd;
As oft her horns spread to a round) had run
With light that seem'd to emulate the Sun;
When a sweet boy (so genial stars dispos'd)
Fair Cytheræa's pregnant womb disclos’d.
In their warm laps new born the graces laid him,
And with their softer arms a cradle made him,
Beauty first suckled him at her white breast
And her idea in his looks imprest.
About him did the little antics play,
Laughter, and Mirth, and smild his cries away.
No noise, but light breath'd from his lips of roses,
Such as the sky no thunder heard discloses,
Nor like to other children's, seem'd his eyes
Two springs of tears, but like two suns to rise :
Whence all presag'd that they in time should prove
No less the food than the sweet fire of love.

His beauty with his years did still increase ;
Whilst his fair mother, longing to impress
The image of herself in his lov'd face,
Did every day add some celestial grace.

Now grown a youth, behold him, with the darts Of his bright eyes, subduing female hearts ; The living picture of his parents; where Their mixed beauties seem t' have equal share. From father both and mother name he took, From father both and mother his sweet look. All the feign'd beauties of the world seen’d met In him, as in their living counterfeit. Where Nature (like Apelles) the best graces (To add to his) cull’d from a thousand faces.

Upon his ivory front you might behold His curled tresses flow like waves of gold, And as enamoured on his lovely face, That with their soft and twining arms embrace. Then like loose wantons 'bout his neck to twist, Glad that they might by its warm snow be kist. View his fair front, and thou’lt say that displays A clear horizon deck'd with morning rays; And as we sce beneath the dawning gleams O'th' morn, the Sun shoot forth his brighter beams; So here might you perceive alike to rise In's front the morn, the Sun in his bright eyes, His melting lips, speech's vermilion gate, Soft seat of smiles, blushes so sweet dilate, As seem at once to ravish the pleas’d sight, And to a kiss the longing touch invite ; Through which a fragrant Zephyrus transpires, That fans and kindles both love's flagrant fires. Nor can one tell (no grace in either missing) Which best becomes them, speaking, smiling,

kissing, Look on his tender cheek, and there thou’lt spy The rose as in a throne of Majesty,

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