When a man, struck by her beauty, watched her run through the forest, Atalanta became angry and told the men "I will race anyone who wants to marry me! Whoever is so swift that he can outrun me will receive the prize of my hand in marriage! But whomever I beat - will die."
Atalanta raced all her suitors and outran all but Hippomenes, who defeated her by cunning, not speed. Hippomenes knew that he could not win a fair race with Atalanta, so he prayed to Aphrodite for help. She wanted to punish Atalanta for refusing to love. Aphrodite gave him three golden apples and told him to drop them one at a time to distract Atalanta. After each of the first two apples, Atalanta was able to recover the lead, but when she stopped for the third, Hippomenes won the race. It took all three apples and all of his speed, but Hippomenes was finally successful, winning the race and Atalanta's hand.
Atalanta and Hippomenes were turned into lions by Zeus or Cybele as punishment after having sex in one of his/her temples because the Greeks believed that lions could not mate with other lions. Another account says that Aphrodite turned them into lions for forgetting to do her tribute. Ovid suggests a combination of the two variants: while visiting Cybele's temple, Aphrodite caused them to have sex after going mad with lust; Cybele then transformed them into lions. Thereafter they drew Cybele's chariot. According to some accounts, Hippomenes was the father of Parthenopaeus.