Before those cruel twins whom at one birth
Incestuous Change bore to her father Time,
Error and Truth, had hunted from the earth
All those bright natures which adorned its prime,
And left us nothing to believe in, worth
The pains of putting into learn?d rhyme,
A Lady Witch there lived on Atlas mountain
Within a cavern by a secret fountain.

Her mother was one of the Atlantides.
The all-beholding Sun had ne'er beholden
In his wide voyage o'er continents and seas
So fair a creature, as she lay enfolden
In the warm shadow of her loveliness;
He kissed her with his beams, and made all golden
The chamber of gray rock in which she lay.
She, in that dream of joy, dissolved away.

'Tis said she first was changed into a vapor;
And then into a cloud,--such clouds as flit
(Like splendor-winged moths about a taper)
Round the red west when the Sun dies in it;
And then into a meteor, such as caper
On hill-tops when the Moon is in a fit;
Then into one of those mysterious stars
Which hide themselves between the Earth and Mars.

Ten times the Mother of the Months had ben
Her bow beside the folding-star, and bidden
With that bright sign the billows to indent
The sea-deserted sand--(like children chidden,
At her command they ever came and went)--
Since in that cave a dewy splendor hidden
Took shape and motion. With the living form
Of this embodied Power the cave grew warm.

A lovely Lady garmented in light
From her own beauty: deep her eyes as are
Two openings of unfathomable night
Seen through a temple's cloven roof; her hair
Dark; the dim brain whirls dizzy with delight,
Picturing her form. Her soft smiles shone afar;
And her low voice was heard like love, and drew
All living things towards this wonder new.

And first the spotted cameleopard came;
And then the wise and fearless elephant;
Then the sly serpent, in the golden flame
Of his own volumes intervolved. All gaunt
And sanguine beasts her gentle looks made tame,--
They drank before her at her sacred fount;
And every beast of beating heart grew bold,
Such gentleness and power even to behold.

The brinded lioness led forth her young,
That she might teach them how they should forego
Their inborn thirst of death; the pard unstrung
His sinews at her feet, and sought to know,
With looks whose motions spoke without a tongue,
How he might be as gentle as the doe.
The magic circle of her voice and eyes
All savage natures did imparadise.

And old Silenus, shaking a green stick
Of lilies, and the Wood-gods in a crew,
Came blithe as in the olive-copses thick
Cicade are, drunk with the noonday dew;
And Dryope and Faunus followed quick,
Teazing the God to sing them something new;
Till in this cave they found the Lady lone,
Sitting upon a seat of emerald stone.

And universal Pan, 'tis said, was there.
And, though none saw him,--through the adamant
Of the deep mountains, through the trackless air,
And through those living spirits like a want,--
He passed out of his everlasting lair
Where the quick heart of the great world doth pant,
And felt that wondrous Lady all alone,--
And she felt him upon her emerald throne.

And every Nymph of stream and spreading tree,
And every Shepherdess of Ocean's flocks
Who drives her white waves over the green sea,
And Ocean with the brine on his grey locks,
And quaint Priapus with his company,--
All came, much wondering how the enwombed rocks
Could have brought forth so beautiful a birth:
Her love subdued their wonder and their mirth.

The herdsmen and the mountain-maidens came,
And the rude kings of pastoral Garamant--
Their spirits shook within them, as a flame
Stirred by the air under a cavern gaunt:
Pygmies and Polyphemes, by many a name,
Centaurs and Satyrs, and such shapes as haunt
Wet clefts,--and lumps neither alive nor dead,
Dog-headed, bosom-eyed, and bird-footed.

For she was beautiful. Her beauty made
The bright world dim, and everything beside
Seemed like the fleeting image of a shade.
No thought of living spirit could abide
(Which to her looks had ever been betrayed)
On any object in the world so wide,
On any hope within the circling skies,--
But on her form, and in her inmost eyes.

Which when the Lady knew; she took her spindle,
And twined three threads of fleecy mist, and three
Long lines of light, such as the dawn may kindle
The clouds and waves and mountains with, and she
As many starbeams, ere their lamps could dwindle
In the belated moon, wound skilfully;
And with these threads a subtle veil she wove--
A shadow for the splendour of her love.

The deep recesses of her odorous dwelling
Were stored with magic treasures:--sounds of air
Which had the power all spirits of compelling,
Folded in cells of crystal silence there;
Such as we hear in youth, and think the feeling
will never die--yet, ere we are aware,
The feeling and the sound are fled and gone
And the regret they leave remains alone.

And there lay Visions swift and sweet and quaint,
Each in its thin sheath like a chrysalis;--
Some eager to burst forth; some weak and faint
With the soft burden of intensest bliss
It is their work to bear to many a saint
Whose heart adores the shrine which holiest is,
Even Love's; and others, white, green, grey, and black,
And of all shapes:--and each was at her beck.

And odours in a kind of aviary
Of ever-blooming Eden-trees she kept,
Clipped in a floating net a love-sick Fairy
Had woven from dew-beams while the moon yet slept.
As bats at the wired window of a dairy,
They beat their vans; and each was an adept--
When loosed and missioned, making wings of winds--
To stir sweet thoughts or sad in destined minds.

And liquors clear and sweet, whose healthful might
Could medicine the sick soul to happy sleep,
And change eternal death into a night
Of glorious dreams--or, if eyes needs must weep,
Could make their tears all wonder and delight--
She in her crystal phials did closely keep:
If men could drink of those clear phials, 'tis said
The living were not envied of the dead.

Her cave was stored with scrolls of strange device,
The works of some Saturnian Archimage,
Which taught the expiations at whose price
Men from the Gods might win that happy age
Too lightly lost, redeeming native vice,--
And which might quench the earth-consuming rage
Of gold and blood, till men should live and move
Harmonious as the sacred stars above:--

And how all things that seem untameable,
Not to be checked and not to be confined,
Obey the spells of Wisdom's wizard skill;
Time, earth, and fire, the ocean and the wind,
And all their shapes, and man's imperial will;--
And other scrolls whose writings did unbind
The inmost lore of love--let the profane
Tremble to ask what secrets they contain.

And wondrous works of substances unknown,
To which the enchantment of her Father's power
Had changed those ragged blocks of savage stone,
Were heaped in the recesses of her bower;
Carved lamps and chalices, and phials which shone
In their own golden beams--each like a flower
Out of whose depth a firefly shakes his light
Under a cypress in a starless night.

At first she lived alone in this wild home,
And her own thoughts were each a minister,
Clothing themselves or with the ocean-foam,
Or with the wind, or with the speed of fire,
To work whatever purposes might come
Into her mind: such power her mighty Sire
Had girt them with, whether to fly or run
Through all the regions which he shines upon.

The Ocean-nymphs and Hamadryades,
Oreads, and Naiads with long weedy locks,
Offered to do her bidding through the seas,
Unde