Arachne was a young woman from Lydia, sometimes said to be a princess, who offended Athena, and suffered the consequences.
Arachne was gifted in the art of weaving. So remarkable were her works that observers often commented that she must have been trained by the very patron goddess of weaving, Athena herself. Arachne scoffed at this. She was disgusted at being placed in an inferior place to the goddess and proclaimed that Athena herself could not do better than her.
Athena was quite perturbed at Arachne's bold claim, but she decided to give the young woman a chance to redeem herself. She came to Arachne disguised as an old woman and warned her to be careful not to offend the gods, lest she incur their wrath. But Arachne told the old woman to save her breath. She welcomed a contest with Athena, and, if she lost, would suffer whatever punishment the goddess deemed necessary.
The goddess accepted the challenge and revealed her true form. So the contest began, the mortal at her loom, the goddess at hers. Athena began to weave the scene of her contest with Poseidon for the city of Athens. A beautiful scene developed from the threads, showing Poseidon and the salt water spring, and Athena with an olive tree, gifts to the people who would name Athena as their patron, and their city after her. The bystanders marveled at the goddess' work.
Arachne, for her part, created a tapestry showcasing scenes of Zeus' various infidelities: Leda with the Swan, Europa with the bull, Danaë and the golden rain shower. Even Athena herself was forced to admit that Arachne's work was flawless.
Angered at Arachne's challenge, as well as the presumptuousness of her choice of subjects, Athena tore the tapestry to pieces and destroyed the loom. Then she touched Arachne's forehead, making sure that she felt full guilt for her actions. Arachne was ashamed, but the guilt was far too deep for her poor, mortal mind. Depressed, she hanged herself.
Athena took pity on Arachne. She brought her back to life, but not as a human. By sprinkling her with the juices of aconite, Athena transformed the woman into a spider, her and her descendants to forever hang from threads and to be great weavers.