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This paper examines the legacy of Ovid’s Arachne in the fourth century epic poet Claudian’s De Raptu Proserpinae. Arachne, the arrogant young woman metamorphosed by Minerva at the beginning of Metamorphoses 6 for the crime of daring not only to challenge the goddess in the art of weaving, but also for the subject matter she chose to depict (the rapes of women by Olympians) has been called a surrogate for Ovid himself (Harries 1990, Pavlock 2009). Her reception at the hands of Claudian evokes a similar relationship between poet and spider. At the end of the first book of the DRP Proserpina weaves a tapestry that embodies many of the central themes of the work; two books later, her divine mother Ceres will come across that unfinished and now wrecked tapestry in pieces on the floor, it’s gaps being filled by an audax aranea (DRP 3.158). The reference to Ovid’s myth of Arachne is clear. Ovid seems to be largely responsible for the myth of Arachne as both we and Claudian know it– only one Latin source that predates the Metamorphoses furnishes us with a possible mention of the story (at Georgics 4. 246-7, Vergil writes of spiders ‘hated by Minerva’), as well as a dubiously identified Corinthian aryballos from the 6th century (CP 2038, Archaeological Museum of Ancient Corinth). A rather different version of the story, minus the contest element and with an additional theme of incest, is mentioned in a scholion to Nicander’s Theriaca and attributed to a certain Theophilus (12a, Crugnola, Scholia in Nicandri Theriuka (Milan 1971). As such, Arachne acts as a particularly powerful avatar for the innovative power of the poet. That Claudian’s DRP is full of references to Ovid, who turned to the myth of Proserpina twice over, once in the Metamorphoses, and once in the Fasti, is unsurprising, as Ovid’s particular brand of poetic self-consciousness was especially potent in late antiquity when texts began to navigate the idea that meaning might be situated in the role of the reader rather than the author (see Fielding’s 2017 Transformations of Ovid in Late Antiquity, and Consolino’s 2018 Ovid in Late Antiquity). Building especially on the recent work of Hartman (2021) and Hinds (2016) this paper considers briefly how Claudian’s inclusion of the Ovidian Arachne helps to focalize these questions of poetic reflection as both imitation and creation. The presence of the audax aranea in Claudian’s epic gives an insight into his process of literary creation, revealing Ovid as a model not only for mythical content and style but also for the critical evaluation of Claudian’s own poetic program and the challenges that face literary (re)creation.