This is a complex and highly intellectual representation of the classical myth of Arachne. According to the fable told by the Roman author, Ovid (Metamorphosis, Book VI, I), Arachne was a young Lydian (Asia Minor) so skilled in the art of weaving that she challenged Athena, goddess of Wisdom, to a contest of skills. During the competition, the latter realized that Arachne was superior to her. And when Arachne made fun of her by weaving into her tapestry images of the conjugal infidelity of the goddess's father—Zeus, who tranformed into a bull in order to kidnap the nymph, Europe— she turned the talented weaver into a spider.

The myth is represented on two planes under the appearance of an everyday scene at the Royal Tapestry Factory of Santa Isabel. In the background of the scene, the rape of Europe appears in the tapestry hanging on the wall. In front of it, Athena, dressed in armor, punishes Arachne. The woman looking on, who could be mistaken for clients of the tapestry factory, are actually the young Lydians who witnessed the moment. In the foreground, the spinners represent the contest itself, with Athena spinning at the wheel while Arachne winds wool.

Scholars have interpreted this work as an allegory on the nobility of the art of painting and an affirmation of the supremacy of Velasquez himself. The complex iconography raises pictorial creation the the height of poetry or music, and the references to great painters such as Titian or Reubens raise Velasquez to the level of the great geniuses of art history.

This work was painted for Pedro de Arce, the Royal huntsman. Both its height and width were altered following damage to it during the fire at Madrid's Alcázar Palace in 1734.

It was in the Buen Retiro Palace between 1734 and 1772 and is later listed in the 1772 and 1794 inventories of Madrid's Royal Palace. It entered the Prado Museum collection in 1819.

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