In a shadowy workshop, women spin and wind wool. An old woman in a headscarf sits at a spinning wheel at the left, a woman in an orange skirt sits among the fleece, and at the right a young woman in a white blouse winds yarn. Another woman peeks around a curtain at the far left.

At the back, steps lead up to a bright alcove where a tapestry hangs and a helmeted woman faces another. The workshop is the setting; the story is in the alcove, where, the Prado says, the goddess Pallas, in her helmet, argues with Arachne as the two compete at weaving, a tale told by Ovid in the Metamorphoses. The tapestry on the back wall shows Titian's Rape of Europa. Velázquez painted the picture between 1655 and 1660, in the last decade of his career. For years the scene was read as an everyday tapestry workshop.

The Prado says critics suspected a mythological subject in the 1930s and 1940s, and the discovery of Pedro de Arce's 1664 inventory, which lists a Fable of Arachne by Velázquez, confirmed it. In the 18th century strips were added to the canvas; in 2021 the museum reframed it with a thin modular wall that hides them. It is in the Museo del Prado in Madrid.