A mortal girl named Arachne boasts that she can beat Minerva in a weaving contest. Minerva in disguise warns her that she is being insolent insolence, but she takes no heed. Arachne even insults disguised Minerva, saying, “you’re too old, your brain has gone” (122). In the contest, Minerva finds no fault with Arachne’s weaving. She becomes angry and turns Arachne into a spider.

Arachne’s prideful friend Niobe boasts that she has more children than Latona, mother of Diana and Apollo. Latona angrily sends her children to kill Niobe’s. Niobe becomes so rigid with sadness that she turns into a stone. Ovid writes, “fastened there / upon a mountain peak she pines away, / and tears drip from that marble to this day” (130). Even as a rock, Niobe still cries.

When Latona, who bore children to Jupiter, flees Juno’s wrath, she seeks assistance in Lycia. The peasants there reject her, however, so she turns them into frogs.