ow,
Heedelesse Acteon with immodest face,
saw all our naked and did ouer-vewe:
As men rich iuells doe, thinking there lies
yet some rare vertue hidden from their eyes:
And euen there quoth shee, & then did point,
reuen'gd, I saw his hounds teare ioint from ioint.

But since saies she, thou as a King didst reigne,
and art a Trophey too of _Dians_ power:
Thus much the Goddesse of the floods doth deign
to change thy shape, into a vertick flower.
Then thrice three words, thrice striking charmed wood
The ground did crannie, and there out of hand,
appeared greene Poplar, younger then before,
which bow'd the head & dyan did adore.

The palefac'd Mirrha sat like guiltie spright,
fore the infernall iudge, yet did not see
Diana great, for dull are mortalls sight,
(and all inuisible is chastitie)
But heard a voice as she was vanishing,
saying defild maide, doost wonder at this thing?
O Mirrha ere my crescents beautie change,
thou shalt be turn'd into a shape as strange.

With this the verdant new sprung Poplar plant
(moou'd with the winde) seemd to bow down the head
as cheering Mirrha, who did comfort want
being amaz'd at what Diana saide,
Hauing recouer'd sence, she flies the place,
For feare of Phebaes comming to the chace:
to Saba land she hies, where all affraide,
my muse shall sing the downfall of the Maide.

Then first hung downe Poplar his heauie braine,
for Mirrha's losse, whose loue brought him that
and for he once in woods a King did raigne,
a crowne hee still wear's, richly wrought with blew
and yellow eke, as figures both of loue,
Which Venus dropt downe him from aboue.
Bacchus doth loue him, for in feasts of wine,
he weares a poplar Garland mixt with vine.

The leaden God of sleepe, on his iuice feede,
the vertues of him, sundry doe declare:
His suddain taste a heauinesse doth breede,
and drownes in rest, sences opprest with care,
In places farre remote, he loues to growe,
and eke by rivers that runne thicke and slowe,
where drowsilie this woodish demie God,
with euerie gale of winde his head doth nod.

Now to proceede after a small repose,
that the accursed seede gan swell her wombe,
wh[=e] her drie brain, no more teares could expose
she weayting for a sad and heauie dombe.
For often men offending, still doe feare,
Though Ioue be farre off,