were brinked on either side with greene & tall trees. In the middes thereof suddenly appeered vnto their sight a stately Pallace, with so high and loftie turrets, that it filled them full of woonder and delight to behold it. Before they came to this great pallace, they sawe diuers Nymphes of incomparable beautie comming foorth to meete them: All of them apparelled with daintie white vailes, curiously wouen with fine threeds of golde and siluer, wearing garlands of redolent flowers vpon their yellow haire, which in most comely grace was hanging downe loose vpon their shoulders. After them came a Lady, which seemed (by the grauitie and ma∣iestie of her person) to be a woman of some great state and authoritie, attyred in blacke veluet, and leaning (as she came) vpon one of her Nymphes shoulders, the fairest in the companie. When the three Nymphes were come vnto them, with great ioy and many imbracings they were receiued of the other. But when the Lady came nigh, with great reuerence they kissed her handes, whom she entertained and wel-commed as ioyfully as they could wish. And before the Nymphes spake one worde of that which had passed, sage Felicia (for so was this honorable Ladie cal∣led) saide to Felismena. The great aduenture which thou hast done for these three Nymphes, cannot (faire Shepherdesse) be requited with lesse, then by euer hauing me bound vnto thee; and to do thee all the fauour I may, which shal not be smal, thy neede being so great: For since I knowe what thou art (without report of anie) and whether thy thoughts do leade thee, thou shalt in the ende perceiue if I be able to helpe thee in any thing. Wherefore be of good cheere, for if I liue, thou shalt see and enioy thy desire, in pursuite whereof though thou hast passed much paine and trauell, there is nothing (as thou knowest) obtained nor gotten without it. Faire Felismena, maruelling much at Felicias wordes, and forgetting not to giue her due thankes for so great curtesies and promises, answered thus. Since you deigne (sage Ladie) not onely in the end to remedie my griefes, but to blesse the remnant of my life with happines and content, whereas there is no desert of my part that may cha∣lenge any such fauour at your gracious hands, do but consider (good Lady) what is due to your selfe, and then you shall see how I remaine acquited of this debt, and your selfe sufficiently paied. For so great deserts as thine are (saide Felicia) and for such excellent beautie, as nature hath bestowed on thee, all that may be done, is lit∣tle enough. Felismena then bowed herselfe at these wordes to kisse her hands: but Felicia embraced her louingly, and looking vpon the Shepherds and Shepherdesles, saide vnto them. Be not dismaied couragious Shepherds, and discreete Shepher∣desses, at the continuance of your seuerall greefes, for I haue also no lesse care of their speedie remedies. The Shepherdes and the Shepherdesse kissed her handes, and went in all together to the stately Palace. Before which was a faire broade court, set round about with high Cypres trees, and placed in good order, and inter∣paued all ouer with Lozanges of Allablaster and blacke Marble in manner of chec∣key worke. In the mids whereof stood a fountaine of Iaspar Marble, set vpon fower great brasen Lions. And in the mids of the fountaine a Iaspar piller, about the which fower Nymphes (most liuely made out of white Marble) had their places. They reached vp their armes on high, and in their handes held seuerall vessels after the Antique Roman manner, out of the which from certaine Lions mouthes, that were painted in them, they powred Cristalline water: The portall of the Palace was of polished Marble, with all the bases and chaptres of the pillers gilded, as likewise the garments of the imagerie that was set in it. All the house seemed to be made of shining Iaspar, with statues and figures of many Roman Emperours and