To vew her castles other wondrous frame.
8 Vp to a stately Turret she them brought,
Ascending by ten steps of Alablaster wrought.

1 Thereat the Elf did blush in privity,

Thereat > Thereupon; as a result of that
in privity > privately

2 And turned his face away; but she the same
3 Dissembled fair, and fained to oversee.

fair > courteously; expertly
fained > feigned; _or:_ was pleased
oversee > overlook

4 Thus they awhile with court and goodly game

court > {Courteous or amorous attention}
goodly > courteous, gracious; fine, elevated
game > amusement

5 Themselves did solace each one with his dame,

solace > entertain

6 Till that great lady thence away them sought,

sought > invited

7 To view her castle's other wondrous frame.

frame > structure

8 Up to a stately turret she them brought,

turret > [the head]

9 Ascending by ten steps of alabaster wrought.

steps > [vertebrae]

209.45

That Turrets frame most admirable was,
2 Like highest heauen compassed around,
And lifted high aboue this earthly masse,
4 Which it suruew'd, as hils doen lower ground;
But not on ground mote like to this be found,
6 Not that, which antique _Cadmus_ whylome built
In _Thebes_, which _Alexander_ did confound;
8 Nor that proud towre of _Troy_, though richly guilt,
From which young _Hectors_ bloud by cruell _Greekes_ was spilt.

1 That turret's frame most admirable was,

frame > structure
admirable > wonderful

2 Like highest heaven compassed around,

compassed around > encircled, surrounded

3 And lifted high above this earthly mass,
4 Which it surviewed, as hills do lower ground;

surviewed > overlooked, commanded

5 But not on ground might like to this be found,

on ground > in the world
like to > [anything like]

6 Not that, which antique Cadmus whilom built

antique > ancient
Cadmus > (Fl. c. 493 BC: the founder of Thebes)
whilom > in ancient times

7 In Thebes, which Alexander did confound;

Thebes > (In Egypt, on both banks of the Nile, part of its site
being later occupied by Luxor and Karnak)
Alexander > (Alexander the Great, 356-323 BC, King of Macedon.
Thebes was his first major conquest)
confound > overthrow (see _Met._ 3.1-130)

8 Nor that proud tower of Troy, though richly gilt,

gilt > gilded

9 From which young Hector's blood by cruel Greeks was spilt.

young Hector > (Astyana