Arachne boasted of her skill in weaving saying it was better than Minerva's, which displeased the craftswoman goddess, Minerva (Athena, to the Greeks). Arachne and Minerva had a weaving contest to settle the issue in which Arachne showed her true mastery. She wove wondrous scenes of the infidelities of the gods. Athena, who depicted her victory over Neptune in their contest for Athens, turned her disrespectful competitor into a spider.
Even after Arachne met her fate, her friends misbehaved. Niobe, for one, boasted that she was the most happiest of all mothers. The fate she met is obvious. She lost all those who made her a mother. Towards the end of the book comes the story of Procne and Philomela whose horrible revenge led to their metamorphoses into birds.
Velazquez painted this scene of the contest.