Arachne and her father working on embroidery at there shop with on lookers
Arachne take the compliment " she must have learned from Athene" as an insult and challenges Athene to a battle the scrawny old women then turns into Athene and accepts the challenge and gets to work
while embrodering on athene's cloth she is making people and all the good things the god has done while arachnee is doing the opposite of athene. this makes athene stand up slap arachne and tear arahne's cloth in pieces. this makes arachne tie a rope to go around her neck.
athene then tells arachne off by saying "do not test the gods of above, you must be humble to yourself and others"
athene the turns arachne into a spider to give her a punishment so she can learn her listen