Arachne was a fine weaver in Hypaepa.
http://www.mythforum.com/threads/greek-mythoi.320/#cite_note-3 She was as skillful as the finest artist of the day.
This all went to her head and eventually Arachne became so conceited of her skill as a weaver that she began claiming that her skill was greater than that of Athena,
http://www.mythforum.com/threads/greek-mythoi.320/#cite_note-4 the goddess of wisdom and war as well as the weaving arts. Athena was angered, but gave Arachne a chance to redeem herself. Assuming the form of an old woman, she warned Arachne not to offend the gods. Arachne scoffed and wished for a weaving contest, so she could prove her skill. Athena dropped her disguise and the contest began.
Athena wove the scene of her victory over Poseidon that had inspired the people of Athens to name their city for her. According to Ovid's Latin narrative, Arachne's tapestry featured twenty-one episodes of the infidelity of the gods, disguised as animals: Zeus being unfaithful with Leda, with Europa, with Danaë.
Even Athena admitted that Arachne's work was immaculate. Her envy at such human competition drove her into uncontrolled fury and violence. Perhaps she was as well outraged at Arachne's disrespectful choice of subjects that displayed the failings and transgressions of the gods (this takes for granted a late, moralizing view of Greek myth). Losing her temper, she destroyed Arachne's tapestry and loom, striking it with her shuttle, and struck Arachne on the head as well, slashing her face. Arachne, refusing to bow to Athena, hanged herself.
Athena took pity or spite on Arachne. Sprinkling her with the juices of
http://www.mythforum.com/wiki/Aconitumaconite, Athena loosened the rope, which became a spider web, causing Arachne to lose her hair, her ears and nose, metamorphosing into a spider. "So you shall live to swing, to live now and forever, Even to the last hanging creature of your kind." The story suggests that the origin of weaving lay in imitation of spiders.