Atalanta is a beautiful girl who can run faster than any man. Many men desire her, but she tells them that they can only be with her if they beat her in a running race. Atalanta kills countless losers until she meets Hippomenes and debates letting him win because she likes him. She decides that winning is still more important to her, but Venus assists Hippomenes in winning the race, and he and Atalanta begin a romantic relationship. However, they forget to thank Venus for her help, and so one day while they are having sex in a sacred cave, Venus transforms them into lions.