young friend Laura, as soon as she read in the paper of her loss, and of her presence in the country, rushed over from Baymouth, where the old lady was staying, and insisted that Laura should remain six months, twelve months, all her life with her; and to her ladyship's house, Martha from Fairoaks, as femme de chambre, accompanied by her young mistress.

Pen and Warrington saw her depart. It was difficult to say which of the young men seemed to regard her the most tenderly. "Your cousin is pert and rather vulgar, my dear, but he seems to have a good heart," little Lady Rockminster said, who said her say about everybody-" but I like Bluebeard best. Tell me, is he touche au cœur?"

Mr. Warrington has been longengaged," Laura said, dropping her


"Nonsense, child! And good heavens, my dear! that's a pretty diamond cross. What do you mean by wearing it in the morning?"

"Arthur-my brother, gave it me just now. It was it was-" She could not finish the sentence. The carriage passed over the bridge, and by the dear, dear gate of Fairoaks-home no more



IT chanced at that great English festival, at which all London takes a holiday upon Epsom Downs, that a great number of the personages to whom we have been introduced in the course of this history, were assembled to see the Derby. In a comfortable open carriage, which had been brought to the ground by a pair of horses, might be seen Mrs. Bungay, of Paternoster Row, attired like Solomon in all his glory, and having by her side modest Mrs. Shandon, for whom, since the commencement of their acquaintance, the worthy publisher's lady had maintained a steady friendship. Bungay, having recreated himself with a copious luncheon, was madly shying at the sticks hard by, till the perspiration

ran off his bald pate. Shandon was shambling about among the drinking tents and gipsies: Finucane constant in attendance on the two ladies, to whom gentlemen of their acquaintance, and connected with the publishing house, came up to pay a visit.

Among others, Mr. Archer came up to make her his bow, and told Mrs. Bungay who was on the course. Yonder was the Prime Minister: his lordship had just told him to back Borax for the race; but Archer thought Muffineer the better horse. He pointed out countless dukes and grandees to the delighted Mrs. Bungay. "Look yonder in the Grand Stand," he said. "There sits the Chinese Ambassador with the Mandarins of his suite. Fou-choo-foo brought me over letters of introduction from the Governor General of India, my most intimate friend, and I was for some time very kind to him, and he had his chopsticks laid for him at my table whenever he chose to come and dine. But he brought his own cook with him, andwould you believe it, Mrs. Bungay?— one day, when I was out, and the Ambassador was with Mrs. Archer in our garden eating gooseberries, of which the Chinese are passionately fond, the beast of a cook, seeing my wife's dear little Blenheim spaniel (that we had from the Duke of Marlborough himself, whose ancestor's life Mrs. Archer's great-greatgrandfather saved at the battle of Malplaquet), seized upon the poor little devil, cut his throat, and skinned him, and served him up stuffed with forced meat in the second course."

"Law!" said Mrs. Bungay.

"You may fancy my wife's agony when she knew what had happened! The cook came screaming up stairs, and told us that she had found poor Fido's skin in the area, just after we had all of us tasted of the dish! She never would speak to the Ambassador again-never; and, upon my word, he has never been to dine with us since. The Lord Mayor, who did me the honour to dine, liked the dish very much; and, eaten with green peas, it tastes rather like duck.'

"You don't say so, now !" cried the astonished publisher's lady.

"Fact, upon my word. Look at that

lady in blue, seated by the Ambassador: that is Lady Flamingo, and they say she is going to be married to him, and return to Pekin with his Excellency. She is getting her feet squeezed down on purpose. But she'll only cripple herself, and will never be able to do it-never. My wife has the smallest foot in England, and wears shoes for a six-years'old child; but what is that to a Chinese lady's foot, Mrs. Bungay?"

"Who is that carriage as Mr. Pendennis is with, Mr. Archer? Mrs. Bungay presently asked. "He and Mr. Warrington was here just now. He's 'aughty in his manners, that Mr. Pendennis, and well he may be, for I'm told he keeps tip-top company. 'As he 'ad a large fortune left him, Mr. Archer. He's in black still, I see."


Eighteen hundred a-year in land, and twenty-two thousand five hundred in the Three-and-a-half per Cents; that's about it," said Mr. Archer.

"Law! why you know everything, Mr. A. !" cried the lady of Paternoster Row.

"I happen to know, because I was called in about poor Mrs. Pendennis's will," Mr. Archer replied. "Pendennis's uncle, the Major, seldom does anything without me; and as he's likely to be extravagant we've tied up the property, so that he can't make ducks and drakes with it. How do you do, my Lord?Do you know that gentleman, ladies? You have read his speeches in the House; it is Lord Rochester."

"Lord Fiddlestick," cried out Finucane, from the box. "Sure it's Tom Staples, of the 'Morning Advertiser,' Archer."

"Is it?" Archer said, simply. "Well, I'm very short-sighted, and upon my word I thought it was Rochester. That gentleman with the double opera-glass (another nod) is Lord John; and the tall man with him, don't you see him? is Sir James."

"You know 'em because you see 'em in the House," growled Finucane.

"I know them because they are kind enough to allow me to call them my most intimate friends," Archer continued. "Look at the Duke of Hampshire; what a pattern of a fine old Eng

lish gentleman! He never misses 'the Derby.' 'Archer,' he said to me only yesterday, I have been at sixty-five Derbies! appeared on the field for the first time on a pye-bald pony when I was seven years old, with my father, the Prince of Wales, and Colonel Hanger; and only missing two races-one when I had the measles at Eton, and one in the Waterloo year, when I was with my friend Wellington in Flanders.""

"And who is that yellow carriage, with the pink and yellow parasols, that Mr. Pendennis is talking to, and ever so many gentlemen?" asked Mrs. Bun gay.

"That is Lady Clavering, of Clavering Park, next estate to my friend Pendennis. That is the young son and heir up. on the box; he's awfully tipsy, the little scamp! and the young lady is Miss Amory, Lady Clavering's daughter, by a first marriage, and uncommonly sweet upon my friend Pendennis; but I've reason to think he has his heart fixed elsewhere. You have heard of young Mr. Foker-the great brewer, Foker, you know he was going to hang himself in consequence of a fatal passion for Miss Amory, who refused him, but was cut down just in time by his vallet, and is now abroad, under a keeper."

"How happy that young fellow is !" sighed Mrs. Bungay. "Who'd have thought when he came so quiet and demure to dine with us, three or four years ago, he would turn out such a grand character! Why, I saw his name at Court the other day, and presented by the Marquis of Steyne and all; and in every party of the nobility his name's down as sure as a gun."

"I introduced him a good deal when he first came up to town," Mr. Archer said, "and his uncle, Major Pendennis, did the rest. Hallo! There's Cobden here, of all men in the world! I must go and speak to him. Good-bye, Mrs. Bungay. Good morning, Mrs. Shandon."

An hour previous to this time, and at a different part of the course, there might have been seen an old stage-coach, on the battered roof of which a crowd of shabby raffs were stamping and hallooing, as the great event of the day-the

Derby race-rushed over the green sward, and by the shouting millions of people assembled to view that magnificent scene. This was Wheeler's (the "Harlequin's Head") drag, which had brought down a company of choice spirits from Bow Street, with a slap-up luncheon in the "boot." As the whirling race flashed by, each of the choice spirits bellowed out the name of the horse or the colours which he thought or he hoped might be foremost. The Cornet!" "It's Muffineer!" "It's blue

sleeves !" "Yallow cap! yallow cap! yallow cap!" and so forth, yelled the gentlemen sportsmen during that deficious and thrilling minute before the contest was decided; and as the fluttering signal blew out, showing the number of the famous horse Podasokus as winner of the race, one of the gentlemen

on the "Harlequin's Head" drag

sprang up off the roof, as if he was a pigeon and about to fly away to London or York with the news.

But his elation did not lift him many inches from his standing-place, to which he came down again on the instant, causing the board of the crazy old coach-roof to crack with the weight of his joy. "Hurray, hurray !" he bawled out, Podasokus is the horse! Supper for ten, Wheeler, my boy. Ask you all round of course, and damn the expense."

And the gentlemen on the carriage, the shabby swaggerers, the dubious bucks, said, "Thank you-congratulate you, Colonel: sup with you with pleasure!" and whispered to one another, "The Colonel stands to win fifteen hundred, and he got the odds from a good man, too."

And each of the shabby bucks and dusky dandies began to eye his neighbour with suspicion, lest that neighbour, taking his advantage, should get the Colonel into a lonely place and borrow money of him. And the winner on Podasokus could not be alone during the whole of that afternoon, so closely I did his friends watch him and each other.

At another part of the course you might have seen a vehicle, certainly more modest, if not more shabby than

that battered coach which had brought down the choice spirits from the Harlequin's Head; this was cab No. 2002, which had conveyed a gentleman and two ladies from the cab-stand in the Strand whereof one of the ladies, as she sate on the box of the cab enjoying with her mamma and their companion a repast of lobster-salad and bitter ale, looked so fresh and pretty that many of the splendid young dandies who were strolling about the course, and enjoying themselves at the noble diversion of Sticks, and talking to the beautifully dressed ladies in the beautiful carriages on the hill, forsook these fascinations to have a glance at the smiling and rosycheeked lass on the cab. The blushes of youth and good-humour mantled on the girl's cheeks, and played over that fair countenance like the pretty shining cloudlets on the serene sky over head; the elder lady's cheek was red too; but that was a permanent mottled rose, deepening only as it received fresh draughts of pale ale and brandy-andwater, until her face emulated the rich shell of the lobster which she devoured.

The gentleman who escorted these two ladies was most active in attendance upon them here on the course, as he had been during the previous journey. During the whole of that animated and delightful drive from London, his jokes had never ceased. He spoke up undauntedly to the most awful drags full of the biggest and most solemn guardsmen; as to the humblest donkey-chaise in which Bob the dustman was driving Molly to the race. He had fired astonishing volleys of what is called "chaff" into endless windows as he passed; into lines of grinning girls' schools; into little regiments of shouting urchins hurraying behind the railings of their Classical and Commercial Academies; into casements whence smiling maid-servants, and nurses tossing babies, or demure old maiden ladies with dissenting countenances, were looking. And the pretty girl in the straw bonnet with pink ribbon, and her mamma the devourer of lobsters, had both agreed that when he was in spirits" there was nothing like that Mr. Sam. He had crammed the cab with trophies won from the bank


rupt proprietors of the Sticks hard by, and with countless pincushions, wooden apples, backy-boxes, Sack-in-the-boxes, and little soldiers. He had brought up a gipsy with a tawny child in her arms to tell the fortunes of the ladies; and the only cloud which momentarily obscured the sunshine of that happy party, was when the teller of fate informed the young lady that she had had reason to beware of a fair man, who was false to her that she had had a bad illness, and that she would find that a dark man would prove true.

The girl looked very much abashed at this news her mother and the young man interchanged signs of wonder and intelligence. Perhaps the conjuror had used the same words to a hundred different carriages on that day.

Making his way solitary amongst the crowd and the carriages, and noting, according to his wont, the various circumstances and characters which the animated scene presented, a young friend of ours came suddenly upon cab 2002, and the little group of persons assembled on the outside of the vehicle. As he caught sight of the young lady on the box, she started and turned pale: her mother became redder than ever: the heretofore gay and triumphant Mr. Sam immediately assumed a fierce and suspicious look, and his eyes turned savagely from Fanny Bolton (whom the reader, no doubt, has recognised in the young lady of the cab) to Arthur Pendennis advancing to meet her.

Arthur, too, looked dark and suspicious on perceiving Mr. Samuel Huxter in company with his old acquaintances: but his suspicion was that of alarmed morality, and I dare say, highly creditable to Mr. Arthur: like the suspicion of Mrs. Lynx, when she sees Mr. Brown and Mrs. Jones talking together, or when she remarks Mrs. Lamb twice or thrice in a handsome opera-box. There may be no harm in the conversation of Mr. B. and Mrs. J. and Mrs. Lamb's opera-box (though she notoriously can't afford one) may be honestly come by: but yet a moralist like Mrs. Lynx has a right to the little precautionary fright: and Arthur was no doubt justified in adopting that severe demeanour of his.

Fanny's heart began to patter violently: Huxter's fists, plunged into the pockets of his paletot, clenched themselves involuntarily, and armed themselves, as it were, in ambush : Mrs. Bolton began to talk with all her might, and with a wonderful volubility: and Lor! she was so 'appy to see Mr. Pendennis, and how well he was a lookin', and we'd been talkin' about Mr. P. only jest before; hadn't we, Fanny? and if this was the famous Hepsom races that they talked so much about, she didn't care, for her part, if she never saw them again. And how was Major Pendennis, and that kind Mr. Warrington, who brought Mr. P.'s great kindness to Fanny; and she never would forget it, never and Mr. Warrington was so tall, he almost broke his 'ead up against their lodge door. You recollect Mr. Warrington a knockin' of his 'ead-don't you, Fanny?

Whilst Mr. Bolton was so discoursing, I wonder how many thousands of thoughts passed through Fanny's mind, and what dear times, sad struggles, lonely griefs, and subsequent shamefaced consolations were recalled to her? What pangs had the poor little thing, a she thought how much she had loved him, and that she loved him no more? There he stood, about whom she was going to die ten months since, dandified, supercilious, with a black crape to his white hat, and jet buttons in his shirtfront and a pink in his coat, that some one else had probably given him with the tightest lavender-coloured gloves sown with black, and the smallest of canes. And Mr. Huxter wore no gloves, and great Blucher boots, and smelt very much of tobacco certainly; and looked, oh, it must be owned, he looked as if a bucket water him a great deal of good! All these thoughts, and a myriad of others, rushed through Fanny's mind, as her mamma was delivering herself of her speech, and as the girl, from under her eyes, surveyed Pendennis-surveyed him entirely from head to foot, the circle on his white forehead that his hat left when he lifted it (his beautiful, beautiful hair had grown again), the trinkets at his watch-chain, the ring on his hand under his glove, the

neat shining boot, so, so unlike Sam's high-low! and after her hand had given a little twittering pressure to the lavender-coloured kid grasp which was held out to it, and after her mother had delivered herself of her speech, all Fanny could find to say was,-"This is Mr. Samuel Huxter whom you knew formerly I believe, sir; Mr. Samuel, you know you knew Mr. Pendennis formerly -and-and, will you take a little refreshment?"

These little words, tremulous and uncoloured as they were, yet were understood by Pendennis in such a manner as to take a great load of suspicion from off his mind-of remorse, perhaps, from his heart. The frown on the countenance of the prince of Fairoaks disappeared, and a good-natured smile and a knowing twinkle of the eyes illuminated his highness's countenance. "I am very thirsty," he said, " and I will be glad to drink your health, Fanny; and I hope Mr. Huxter will pardon me for having been very rude to him the last time we met, and when I was so ill and out of spirits, that indeed I scarcely knew what I said." And herewith the lavendercoloured dexter kid-glove was handed Out, in token of amity, to Huxter.

The dirty fist in the young surgeon's pocket was obliged to undouble itself, and come out of its ambush disarmed. The poor fellow himself felt, as he laid it in Pen's hand, how hot his own was, and how black-it left black marks on Pen's gloves; he saw them-he would have liked to have clenched it again and dashed it into the other's good-humoured face; and have seen, there upon that ground, with Fanny, with all England looking on, which was the best man-he Sam Huxter of Bartholomew's, or that grinning dandy.

Pen, with ineffable good-humour, took a glass-he didn't mind what it was-he was content to drink after the ladies; and he filled it with frothing lukewarm beer, which he pronounced to be delicious, and which he drank cordially to the health of the party.

As he was drinking and talking on in an engaging manner, a young lady in a shot dove-coloured dress, with a white parasol lined with pink, and the prettiest

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As he spoke, Fanny built up a perfect romance in three volumes-love-faithlessness splendid marriage at St. George's, Hanover Square brokenhearted maid-and Sam Huxter was not the hero of that story-poor Sam, who by this time had got out an exceedingly rank Cuba cigar, and was smoking it under Fanny's little nose.

After that confounded prig Pendennis joined and left the party, the sun was less bright to Sam Huxter, the sky less blue-the Sticks had no attraction for him-the bitter beer was hot and undrinkable-the world was changed. He had a quantity of peas and a tin peashooter in the pocket of the cab for amusement on the homeward route. He didn't take them out, and forgot their existence until some other wag, on their return from the races, fired a volley into Sam's sad face; upon which salute, after a few oaths indicative of surprise, he burst into a savage and sardonic laugh.

But Fanny was charming all the way

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