She woved all the beautiful things into the cloth then went around saying she was better at spinning and weaving than the goddess Athena.
Arachne wove a cloth
Athena was mad at Arachne for what she said and challenged her to a weaving contest.
Athena woved a cloth of the gods and goddesses sitting together on Mt. Olympus and doing good deeds for people.
Athen turns Arachne into a spider
Arachne woved a cloth with pictures making fun of the gods and goddesses showing them getting drunk and falling down and making a mess.
Arachne won the weaving contest and it angered Athena
Still in anger Athena pointed her finger at Arachne and suddenly Arachne's nose and ears shrunk up, all of her hair fell out, her arms and legs got long and skinny, and her whole body shrunk up until she was just a tiny little spider.