Arachne was a shepherd's daughter who began weaving at an early age. She became a great weaver, boasted that her skill was greater than that of Athena, and refused to acknowledge that her skill came, in part at least, from the goddess.Athena then appeared in the doorway, wrapped in a long cloak, and asked if she really didn't believe that Athena had taught her to weave. Arachne repeated her boast and Athena challenged her to a contest in which Zeus@ was to be the judge. Whoever lost must promise never to touch spindle or loom again. Arachne wove a web thin yet strong with many colours. This was no match for Athena's weaving, made up of the gods and their glory, shining with their beauty.
Arachne acknowledged Athena's triumph, but despaired at the loss of her craft. Athena saw that Arachne could not live if she could not weave, so she touched Arachne with the tip of her spear, turning her into a spider so she could weave without spindle or loom.