shrank back as she spoke, starting with wonder and delight as she saw the Royal Gardens blaze before her with a hundred million of lamps, with a splendour such as the finest fairy tale, the finest pantomime she had ever witnessed at the theatre, had never realised. Pen was pleased with her pleasure, and pressed to his side the little hand which clung so kindly to him. "What would I not give for a little of this pleasure?" said the blase young man.

"Your purse, Pendennis, me dear boy," said the Captain's voice behind him. "Will ye count it? it's all roight -no-ye thrust in old Jack Costigan (he thrusts me, ye see, madam). Ye've been me preserver, Pen, (I've known um since choildhood, Mrs. Bolton; he's the proprietor of Fairoaks Castle, and many's the cooper of Clart I've dthrunk there with the first nobilitee of his neetive countee)-Mr. Pendennis, ye've been me preserver, and oi thank ye; me daughtther will thank ye;-Mr. Simpson, your humble servant, sir."

If Pen was magnificent in his courtesy to the ladies, what was his splendour in comparison to Captain Costigan's bowing here and there and crying bravo to the singers?

A man, descended like Costigan from a long line of Hibernian kings, chieftains, and other magnates and sheriffs of the county, had of course too much dignity and self-respect to walk arum-inarum (as the Captain phrased It) with a lady who occasionally swept his room out, and cooked his mutton chops. In the course of their journey from Shepherd's Inn to Vauxhall Gardens, Captain Costigan had walked by the side of the two ladies in a patronising and affable manner, pointing out to them the edifices worthy of note, and discoursing, according to his wont, about other cities and countries which he had visited, and the people of rank and fashion with whom he had the honour of an acquaintance.

Nor could it be expected that, arrived in the Royal property, and strongly illuminated by the flare of the twenty thousand additional lamps, the Captain could relax from his dignity, and give an arm to a lady who was, in fact, little better than a housekeeper or charwoman.

But Pen, on his part, had no such scruples. Miss Fanny Bolton did not make his bed nor sweep his chambers; and he did not choose to let go his pretty little partner. As for Fanny, her colour heightened, and her bright eyes shone the brighter with pleasure, as she leaned for protection on the arm of such a fine gentleman as Mr. Pen. And she looked at numbers of other ladies in the place, and at scores of other gentlemen under whose protection they were walking here and there; and she thought that her gentleman was handsomer and grander looking than any other gent there. Of course there were votaries of pleasure of all ranks in the garden-rakish young surgeons, fast young clerks and commercialists, occasional dandies of the Guard regiments, and the rest. Old Lord Colchicum was there in attendance upon Mademoiselle Caracoline, who had been riding in the ring; and who talked her native French very loud, and used idiomatic expressions of exceeding strength as she walked about, leaning on the arm of his lordship.

Colchicum was in attendance upon Mademoiselle Caracoline, little Tom Tufthunt was in attendance upon Lord Colchicum; and rather pleased, too, with his position. When Don Juan scales the wall, there's never a want of a Leporello to hold the ladder. Tom Tufthunt was quite happy to act as friend to the elderly Viscount, and to carve the fowl, and to make the salad at supper. When Pen and his young lady met the Viscount's party, that noble peer only gave Arthur a passing leer of recognition as his lordship's eyes passed from Pen's face under the bonnet of Pen's companion. But Tom Tufthunt wagged his head very good-naturedly at Mr. Arthur, and said, How are you, old boy?" and looked extremely knowing at the godfather of this history.

"That is the great rider at Astley's; I have seen her there," Miss Bolton

said, looking after Mademoiselle Caracoline; "and who is that old man? is it not the gentleman in the ring?

"That is Lord Viscount Colchicum, Miss Fanny," said Pen, with an air of protection. He meant no harm; he was pleased to patroníse the young girl, and he was not displeased that she should be so pretty, and that she should be hanging upon his arm, and that yonder elderly Don Juan should have seen her there.

Fanny was very pretty; her eyes were dark and brilliant; her teeth were like little pearls; her mouth was almost as red as Mademoiselle Caracoline's, when the latter had put on her vermillion. And what a difference there was between the one's voice and the other's, between the girl's laugh and the woman's! It was only very lately, indeed, that Fanny, when looking in the little glass over the Bows-Costigan mantelpiece as she was dusting it, had begun to suspect that she was a beauty. But a year ago, she was a clumsy, gawky girl, at whom her father sneered, and of whom the girls at the day-school (Miss Minifer's, Newcastle Street, Strand; Miss M., the younger sister, took the leading business at the Norwich circuit in 182-; and she herself had played for two seasons with some credit T. R. E. O., T. R. S. W., until she fell down a trap-door and broke her leg); the girls at Fanny's school, we say, took no account of her, and thought her a dawdy little creature as long as she remained under Miss Minifer's instruction. And it was unremarked and almost unseen in the dark porter's lodge of Shepherd's Inn, that this little flower bloomed into beauty.

So this young person hung upon Mr. Pen's arm, and they paced the gardens together. Empty as London was, there were still some two millions of people left lingering about it; and amongst them, one or two of the acquaintances of Mr. Arthur Pendennis.

Amongst them, silent and alone, pale, with his hands in his pockets, and a rueful nod of the head to Arthur as they met, passed Henry Foker, Esq. Young Henry was trying to ease his mind by moving from place to place, and from

excitement to excitement. But he thought about Blanche as he sauntered in the dark walks; he thought about Blanche as he looked at the devices of the lamps. He consulted the fortuneteller about her, and was disappointed when that gipsy told him that he was in love with a dark lady who would make him happy; and at the concert, though Mr. Momus sang his most stunning comic songs, and asked his most astonishing riddles, never did a kind smile come to visit Foker's lips. In fact, he never heard Mr. Momus at all.

Pen and Miss Bolton were hard by listening to the same concert, and the latter remarked, and Pen laughed at, Mr. Foker's wo-begone face.

Fanny asked what it was that made that old-looking little man so dismal? "I think he is crossed in love!" Pen said. "Isn't that enough to make any man dismal, Fanny?" And he looked down at her, splendidly protecting her, like Egmont at Clara in Goethe's play, or Leicester at Amy in Scott's novel. "Crossed in love, is he? poor gentleman," said Fanny with a sigh, and her eyes turned round towards him with no little kindness and pity-but Harry did not see the beautiful dark eyes.

"How dy do, Mr. Pendennis?"—a voice broke in here-it was that of a young man in a large white coat with a red neckcloth, over which a dingy short collar was turned so as to exhibit a dubious neck-with a large pin of bullion or other metal, and an imaginative waistcoat with exceedingly fanciful glass buttons, and trowsers that cried with a loud voice, "Come look at me and see how cheap and tawdry I am my master, what a dirty buck!" and a little stick in one pocket of his coat, and a lady in pink satin on the other arm-" How dy do-Forget me, I dare say?-Huxter,Clavering."

"How do you do, Mr. Huxter," the Prince of Fairoaks said in his most princely manner-" I hope you are very well."

Pretty bobbish, thanky."-And Mr. Huxter wagged his head. I say, Pendennis, you've been coming it uncommon strong since we had the row at Wapshot's, don't you remember? Great au

thor, hay? Go about with the swells. Saw your name in the 'Morning Post.' I suppose your too much of a swell to come and have a bit of supper with an old friend?-Charterhouse Lane to-morrow night, some devilish good fellows from Bartholomew's, and some stunning gin punch. Here's my card." And with this Mr. Huxter released his hand from the pocket where his cane was, and pulling off the top of his card case with his teeth produced thence a visiting ticket which he handed to Pen.

"You are exceedingly kind, I am sure," said Pen: "but I regret that I have an engagement which will take me out of town to-morrow night." And the Marquis of Fairoaks wondering that such a creature as this could have the audacity to give him a card, put Mr. Huxter's card into his waistcoat pocket with a lofty courtesy. Possibly Mr. Samuel Huxter was not aware that there was any great social difference between Mr. Arthur Pendennis and himself. Mr. Huxter's father was a surgeon and apothecary at Clavering, just as Mr. Pendennis's papa had been a surgeon and apothecary at Bath. But the impudence of some men is beyond all calculation.

"Well, old fellow, never mind," said Mr. Huxter, who, always frank and familiar, was from vinous excitement even more affable than usual. "If ever you are passing, look up at our place,-I'm mostly at home Saturdays: and there's generally a cheese in the cupboard. Ta, Ta.-There's the bell for the fire-works ringing. Come along, Mary." And he set off running with the rest of the crowd in the direction of the fireworks.

So did Pen presently, when this agreeable youth was out of sight, begin to run with his little companion; Mrs. Bolton following after them with Captain Costigan at her side. But the Captain was too majestic and dignified in his movements to run for friend or enemy, and he pursued his course with the usual jaunty swagger which distinguished his steps, so that he and his companion were speedily distanced by Pen and Miss Fanny.

Perhaps Arthur forgot, or perhaps he

did not choose to remember, that the elder couple had no money in their pockets, as had been proved by their adventure at the entrance of the Gardens; howbeit, Pen payed a couple of shillings for himself and his partner, and with her hanging close on his arm, scaled the staircase which leads to the fire-work gallery. The Captain and mamma might have followed them, if they liked, but Arthur and Fanny were too busy to look back. People were pushing and squeezing there beside and behind them. One eager individual rushed by Fanny and elbowed her so, that she fell back with a little cry, upon which, of course, Arthur caught her adroitly in his arms, and, just for protection, kept her so defended, until they mounted the stair, and took their places.

Poor Foker sate alone on one of the highest benches, his face illuminated by the fireworks, or in their absence by the moon. Arthur saw him, and laughed, but did not occupy himself about his friend much. He was engaged with Fanny. How she wondered! how happy she was! how she cried O, 0, 0, as the rockets soared into the air, and showered down in azure and emerald and vermillion. As these wonders blazed and disappeared before her, the little girl thrilled and trembled with delight at Arthur's side-her hand was under his arm still, he felt it pressing him as she looked up delighted.

"How beautiful they are, sir!" she cried.

"Don't call me sir, Fanny," Arthur said.

A quick blush rushed up into the girl's face. "What shall I call you?" she said, in a low voice, sweet, and tremulous. "What would you wish me to say, sir?"

Again, Fanny! Well, I forgot; it is best so, my dear," Pendennis said, very kindly and gently. "I may call you Fanny?"

"O yes!" she said, and the little hand pressed his arm once more very eagerly, and the girl clung to him so that he could feel her heart beating on his shoulder.

"I may call you Fanny, because you are a young girl, and a good girl, Fanny.

and I am an old gentleman. But you musn't call me anything but sir, or Mr. Pendennis, if you like; for we live in very different stations, Fanny; and don't think I speak unkindly; andand why do you take your hand away, Fanny? Are you afraid of me? Do you think I would hurt you? Not for all the world, my dear little girl. And -and look how beautiful the moon and stars are, and how calmly they shine when the rockets have gone out, and the noisy wheels have done hissing and blazing. When I came here to-night I did not think I should have had such a pretty little companion to sit by my side, and see these fine fireworks. You must know I live by myself, and work very hard. I write in books and newspapers, Fanny; and I was quite tired out, and expected to sit alone all night; anddon't cry, my dear, dear little girl." Here Pen broke out, rapidly putting an end to the calm oration which he had begun to deliver; for the sight of a woman's tears always put his nerves in a quiver, and he began forthwith to coax her and soothe her, and to utter a hundred-and-twenty little ejaculations of pity and sympathy, which need not be repeated here, because they would be absurd in print. So would a mother's talk to a child be absurd in print; so would a lover's to his bride. That sweet artless poetry bears no translation; and is too subtle for grammarian's clumsy definitions. You have but the same four letters to describe the salute which you perform on your grandmother's forehead, and that which you bestow on the sacred cheek of your mistress; but the same four letters and not one of them a labial. Do we mean to hint that Mr. Arthur Pendennis made any use of the monosyllable in question? Not so. In the first place it was dark: the fireworks were over, and nobody could see him; secondly, he was not a man to have this kind of secret, and tell it; thirdly and lastly, let the honest fellow who has kissed a pretty girl, say what would have been his own conduct in such a delicate juncture?

Well, the truth is, that however you may suspect him, and whatever you would have done under the circumstan

and

She

ces, or Mr. Pen would have liked to do, he behaved honestly, and like a man. "I will not play with this little girl's heart," he said within himself, forget my own or her honour. seems to have a great deal of dangerous and rather contagious sensibility, and I am very glad the fire-works are over, and that I can take her back to her mother. Come along, Fanny; mind the steps, and lean on me. Don't stumble, you heedless little thing; this is the way, and there is your mamma at the door."

And there, indeed, Mrs. Bolton was, unquiet in spirit, and grasping her umbrella. She seized Fanny with maternal fierceness and eagerness, and uttered some rapid abuse to the girl in an under tone. The expression in Captain Costigan's eye-standing behind the matron and winking at Pendennis from under his hat--was, I am bound to say, indefinably humourous.

It was so much so, that Pen could not refrain from bursting into a laugh. "You should have taken my arm, Mrs. Bolton, he said, offering it. I am very glad to bring Miss Fanny back quite safe to you. We thought you would have followed us up into the gallery. We enjoyed the fireworks, didn't we?"

"O yes!" said Miss Fanny, with rather a demure look.

"And the bouquet was magnificent,' said Pen. "And it is ten hours since I had anything to eat, ladies; and I wish you would permit me to invite you to supper."

"Dad," said Costigan, "I'd loike a snack tu; only I forgawt me purse, or I should have invoited these leedies to a collection."

Mrs. Bolton, with considerable asperity said, She ad an eadache, and would much rather go ome.

"A lobster salid is the best thing in the world for a headache," Pen said gallantly, "and a glass of wine I'm sure will do you good. Come, Mrs. Bolton, be kind to me and oblige me. I shan't have the heart to sup without you, and upon my word I have had no dinner. Give me your arm: give me the umbrella. Costigan, I'm sure you'll take care of Miss Fanny; and I shall think

Mrs. Bolton angry with me, unless she will favour me with her society. And we will all sup quietly, and go back in a cab together.'

The cab, the lobster salad, the frank and good-humoured look of Pendennis, as he smilingly invited the worthy matron, subdued her suspicions and her anger. Since he would be so obliging, she thought she could take a little bit of lobster, and so they all marched away to a box; and Costigan, called for a waither with such a loud and belligerent voice, as caused one of those officials instantly to run to him.

The carte was examined on the wall, and Fanny was asked to choose her favourite dish; upon which the young creature said she was fond of lobster, too, but also owned to a partiality for raspberry-tart. This delicacy was provided by Pen, and a bottle of the most frisky champagne was moreover ordered for the delight of the ladies. Little Fanny drank this;--what other sweet intoxication had she not drunk in the course of the night?

When the supper, which was very brisk and gay, was over, and Captain Costigan and Mrs. Bolton had partaken of some of the rack punch that is so fragrant at Vauxhall, the bill was called and discharged by Pen with great generosity," loike a foin young English gentleman of th' olden toime, be Jove," Costigan enthusiastically remarked. And as, when they went out of the box, he stepped forward and gave Mrs. Bolton his arm, Fanny fell to Pen's lot, and the young people walked away in high good-humour together, in the wake of their seniors.

The champagne and the rack punch, though taken in moderation by all persons, except perhaps poor Cos, who lurched ever so little in his gait, had set them in high spirits and good humour, so that Fanny began to skip and move her brisk little feet in time to the band, which was playing waltzes and galops for the dancers. As they came up to the dancing, the music and Fanny's feet seemed to go quicker together-she seemed to spring, as if naturally, from the ground, and as if she required repression to keep her there.

"Shouldn't you like a turn?" said the Prince of Fairoaks. "What fun it would be! Mrs. Bolton, Ma'am, do let me take her once round.' Upon which Mr. Costigan said, "Off wid you!" and Mrs. Bolton not refusing (indeed, she was an old war-horse, and would have liked, at the trumpet's sound, to have entered the arena herself), Fanny's shawl was off her back in a minute, and she and Arthur were whirling round in a waltz in the midst of a great deal of queer, but exceedingly joyful company.

Pen had no mishap this time with little Fanny, as he had with Miss Blanche in old days, at least, there was no mishap of his making. The pair danced away with great agility and contentment,first a waltz, then a galop, then a waltz again, until, in the second waltz, they were bumped by another couple who had joined the Terpsichorean choir. This was Mr. Huxter and his pink satin young friend, of whom we have already had a glimpse.

Mr. Huxter very probably had been also partaking of supper, for he was even more excited now than at the time when he had previously claimed Pen's acquaintance; and, having run against Arthur and his partner, and nearly knocked them down, this amiable gentleman of course began to abuse the people whom he had injured, and broke out into a volley of slang against the unoffending couple. "Now then, stoopid! Don't keep the ground if you can't dance, old Slow Coach!" the young surgeon roared out (using, at the same time, other expressions far more emphatic), and was joined in his abuse by the shrill language and laughter of his partner; to the interruption of the ball, the terror of poor little Fanny, and the immense indignation of Pen.

Arthur was furious; and not so angry at the quarrel as at the shame attending it. A battle with a fellow like that! A row in a public garden, and with a porter's daughter on his arm! What a position for Arthur Pendennis! He drew poor little Fanny hastily away from the dancers to her mother, and wished that lady, and Costigan, and poor Fanny underground, rather than there, in his companionship, and under his protection.