Arachne lived in Lydia and was a beautiful and very talented woman. She was an artist, a carpenter like no other. She was so good she got into a contest with goddess Athena. When Arachne won in the weaving contest, Athena in rage cursed Arachne and changed her lower body to that of a spider. Arachne, in general, is very intelligent, graceful and elegant but she's very bitter and affection starved.