home. She coaxed, and snuggled, and smiled. She laughed pretty laughs; she admired everything; she took out the darling little fack-in-the-boxes, and was so obliged to Sam. And when they got home, and Mr. Huxter, still with darkness on his countenance, was taking a frigid leave of her-she burst into tears, and said he was a naughty unkind thing.

Upon which, with a burst of emotion almost as emphatic as hers, the young surgeon held the girl in his arms-swore that she was an angel, and that he was a jealous brute; owned that he was unworthy of her, and that he had no right to hate Pendennis; and asked her, implored her, to say once more that she

That she what?-The end of the question and Fanny's answer were pronounced by lips that were so near each other, that no bystander could hear the words. Mrs. Bolton only said, "Come, come, Mr. H.-no nonsense, if you please; and I think you've acted like a wicked wretch, and been most uncommon cruel to Fanny, that I do.'

: When Arthur left No. 2002, he went to pay his respects to the carriage to which, and to the side of her mamma, the dove-coloured author of Mes Larmes had by this time returned. Indefatigable old Major Pendennis was in waiting upon Lady Clavering, and had occupied the back seat in her carriage; the box being in possession of young Hopeful, under the care of Captain Strong.

A number of dandies, and men of a certain fashion-of military bucks, of young rakes of the public offices, of those who may be styled men's men rather than ladies'-had come about the carriage during its station on the hilland had exchanged a word or two with Lady Clavering, and a little talk (a little "chaff" some of the most elegant of the men styled their conversation) with Miss Amory. They had offered her sportive bets, and exchanged with her all sorts of free talk and knowing inuendoes. They pointed out to her who was on the course: and the "who" was not always the person a young lady should know.

When Pen came up to Lady Claver

ing's carriage, he had to push his way through a crowd of these young bucks who were paying their court to Miss Amory, in order to arrive as near that young lady, who beckoned him by many pretty signals to her side.

"Je l'ai vue," she said; "elle a de bien beaux yeux; vous etes un monstre!"

"Why monster?" said Pen, with a laugh; "Honi soit qui mal y pense. My young friend, yonder, is as well protected as any young lady in Christendom. She has her mamma on one side, her pretendu on the other. Could any harm happen to a girl between those two?"

"One does not know what may or may not arrive," said Miss Blanche, in French, "when a girl has the mind, and when she is pursued by a wicked monster like you. Figure to yourself, Colonel, that I come to find Monsieur, your nephew, near to a cab, by two ladies and a man, oh, such a man! and who ate lobsters, and who laughed, who laughed!"

"It did not strike me that the man laughed," Pen said. "And as for lobsters, I thought he would have liked to eat me after the lobsters. He shook hands with me, and griped me so, that he bruised my glove black and blue. He is a young surgeon. He comes from Clavering. Don't you remember the gilt pestle and mortar in High Street?"

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If he attends you when you are sick," continued Miss Amory, "he will kill you. He will serve you right; for you are a monster."

The perpetual recurrence to the word "monster" jarred upon Pen. "She speaks about these matters a great deal too lightly," he thought. "If I had been a monster, as she calls it, she would have received me just the same. This is not the way in which an English lady should speak or think. Laura would not speak in that way, thank God;" and as he thought so, his countenance fell.

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"Of what are you thinking? Are you going to bouder me at present?" Blanche asked. Major, scold your mechant nephew. He does not amuse me at all. He is as bete as Captain Crackenbury.

?

"What are you saying about me, Miss Amory?" said the guardsman, with a grin. If it's anything good, say it in English, for I don't understand French when it's spoke so devilish quick."

"It ain't anything good, Crack," said Crackenbury's fellow, Captain Clinker. "Let's come away, and don't spoil sport. They say Pendennis is sweet upon her."

"I'm told he's a devilish clever fellow," sighed Crackenbury. "Lady Violet Lebas says he's a devilish clever fellow. He wrote a work, or a poem, or something; and he writes those devilish clever things in the-in the papers, you know. Dammy, I wish I was a clever fellow, Clinker."

"That's past wishing for, Crack, my boy," the other said. "I can't write a good book, but I think I can make a pretty good one on the Derby. What a flat Clavering is! And the Begum! I like that old Begum. She's worth ten of her daughter. How pleased the old girl was at winning the lottery! '

""

"Clavering's safe to pay up, ain't he?" asked Captain Crackenbury.

"I hope so,' said his friend; and they disappeared, to enjoy themselves among the Sticks.

Before the end of the day's amusements, many more gentlemen of Lady Clavering's acquaintance came up to her carriage, and chatted with the party which it contained. The worthy lady was in high spirits and good-humour, laughing and talking according to her wont, and offering refreshments to all her friends, until her ample baskets and bottles were emptied, and her servants and postillions were in such a royal state of excitement as servants and postillions commonly are upon the Derby day.

The Major remarked that some of the visitors to the carriage appeared to look with rather queer and meaning glances towards its owner. "How easily she takes it!" one man whispered to another. "The Begum's made of money," the friend replied. "How easily she takes what?' thought old Pendennis. "Has anybody lost any money?" Lady Clavering said she was happy in the morning because Sir Francis had promised her not to bet.

Mr. Welbore, the country neighbour of the Claverings, was passing the carriage, when he was called back by the Begum, who rallied him for wishing to cut her. "Why didn't he come before? Why didn't he come to lunch?” Her ladyship was in great delight, she told him-she told everybody, that she had won five pounds in a lottery. As she conveyed this piece of intelligence to him, Mr. Welbore looked so particularly knowing, and withal melancholy, that a dismal apprehension seized upon Major Pendennis. "He would go and look after the horses and those rascals of postillions, who were so long in coming round." When he came back to the carriage, his usually benign and smirking countenance was obscured by some sorrow. "What is the matter with you now?" the good-natured Begum asked. The Major pretended a headache from the fatigue and sunshine of the day. The carriage wheeled off the course and took its way Londonwards, not the least brilliant equipage in that vast and picturesque procession. The tipsy drivers dashed gallantly over the turf, amidst the admiration of foot-passengers, the ironical cheers of the little donkey-carriages and spring vans, and the loud objurgations of horse-and-chaise-men, with whom the reckless post-boys came in contact. The jolly Begum looked the picture of good-humour as she reclined on her splendid cushions; the lovely Sylphide smiled with languid elegance. Many an honest holidaymaker, with his family wadded into a tax-cart, many a cheap dandy working his way home on his weary hack, admired that brilliant turn out, and thought, no doubt, now happy those "swells" must be. Strong sat on the box still, with a lordly voice calling to the post-boys and the crowd. Master Frank had been put inside of the carriage and was asleep there by the side of the Major, dozing away the effects of the constant luncheon and champagne of which he had freely partaken.

The Major was revolving in his mind meanwhile the news the receipt of which had made him so grave. "If Sir Francis Clavering goes on in this way,' "Pendennis the elder thought, "" this little

After a slumber of about an hour and a half, the heir of the house began to exhibit symptoms of wakefulness, stretching his youthful arms over the Major's face, and kicking his sister's knees as she sate opposite to him. When the amiable youth was quite restored to consciousness, he began a sprightly conversation.

"I say, Ma," he said, "I've gone and done it this time, I have."

"What have you gone and done, Franky, dear?" asked mamma.

"How much is seventeen half-crowns? Two pounds and half-a-crown, ain't it? I drew Borax in our lottery, but I bought Podasokus and Man-milliner of Leggat minor for two open tarts and a bottle of ginger beer."

"Yo little wicked gambling creature, how dare you begin so soon?" cried Miss Amory.

"Hold your tongue, if you please. Who ever asked your leave, miss;" the brother said. "And I say, Ma—”

"Well, Franky, dear?

"You'll tip me all the same, you know, when I go back-" and here he broke out into a laugh. "I say, Ma, shall I tell you something?" The Begum expressed her desire to

hear this something, and her son and heir continued:

"When me and Strong was down at the grand stand after the race, and I was talking to Leggat minor, who was there with his governor; I saw Pa look as savage as a bear. And I say, Ma, Leggat minor told me that he heard his governor say that Pa had lost seven thousand backing the favourite. I'll never back the favourite when I'm of age. No, no-hang me if I do : leave me alone, Strong, will you?"

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"Captain Strong! Captain Strong! is this true?" cried out the unfortunate Begum. Has Sir Francis been betting again? He promised he wouldn't. He gave me his word of honour he wouldn't."

Strong, from his place on the box, had overheard the end of young Clavering's communication, and was trying in vain to stop his unlucky tongue.

"I'm afraid it's true, ma'am," he said, turning round. "I deplore the loss as much as you can. He promised me as he promised you; but the play is too strong for him! he can't refrain from it.'

Lady Clavering at this sad news burst into a fit of tears. She deplored her wretched fate as the most miserable of women. She declared she would separate, and pay no more debts for this ungrateful man. She narrated with tearful volubility a score of stories only too authentic, which showed how her husband had deceived, and how constantly she had befriended him: and in this melan

choly condition, whilst young Hopeful was thinking about the two guineas which he himself had won; and the Major revolving, in his darkened mind, whether certain plans which he had been forming had better not be abandoned; the splendid carriage drove up at length to the Begum's house in Grosvenor Place; the idlers and boys lingering about the place to witness, according to public wont, the close of the Derby Ďay, cheering the carriage as it drew up, and envying the happy folks who descended from it.

"And it's for the son of this man that I am made a beggar!" Blanche said, quivering with anger, as she walked up

ALMOST a year, as the reader will perceive, has passed since an event described a few pages back. Arthur's black coat is about to be exchanged for a blue one. His person has undergone other more pleasing and remarkable changes. His wig has been laid aside, and his hair, though somewhat thinner, has returned to public view. And he has had the honour of appearing at Court in the uniform of a Cornet of the Clavering troop of the shire Yeomanry Cavalry, being presented to the Sovereign by the Marquis of Steyne.

This was a measure strongly and pathetically urged by Arthur's uncle. The Major would not hear of a year passing before this ceremony of gentlemanhood was gone through. The old gentleman thought that his nephew should belong to some rather more select Club than the Polyanthus ; and has announced everywhere in the world his disappointment that the young man's property has turned out not by any means as well as he could have hoped, and is under fifteen hundred a-year.

That is the amount at which Pendennis's property is set down in the worldwhere his publishers begin to respect him much more than formerly, and where even mammas are by no means uncivil to him. For if the pretty daughters are, naturally, to marry peo

ple of very different expectations-at any rate, he will be eligible for the plain ones: and if the brilliant and fascinating Myra is to hook an Earl, poor little Beatrice, who has one shoulder higher than the other, must hang on to some boor through life, and why should not Mr. Pendennis be her support? In the very first winter after the accession to his mother's fortune, Mrs. Hawxby in a country house caused her Beatrice to learn billiards from Mr. Pendennis, and would be driven by nobody but him in the pony carriage, because he was literary and her Beatrice was literary too, and declared that the young man, under the instigation of this horrid old uncle, had behaved most infamously in trifling with Beatrice's feelings. The truth is, the old gentleman, who knew Mrs. Hawxby's character, and how desperately that lady would practise upon unwary young men, had come to the country-house in question and carried Arthur out of the danger of her immediate claws, though not out of the reach of her tongue. The elder Pendennis would have had his nephew pass a part of the Christmas at Clavering, whither the family had returned; but Arthur had not the heart for that. Clavering was too near poor old Fairoaks; and that was too full of sad recollections for the young man.

We have lost sight of the Claverings, too, until their reappearance upon the Epsom race-ground, and must give a brief account of them in the interval. During the past year, the world has not treated any member of the Clavering family very kindly. Lady Clavering, one of the best-natured women that ever enjoyed a good dinner, or made a slip in grammar, has had her appetite and good-nature sadly tried by constant family grievances, and disputes such as make the efforts of the best French cook unpalatable, and the most delicatelystuffed sofa-cushion hard to lie on. "I'd rather have a turnip, Strong, for dessert, than that pineapple, and all them Muscatel grapes, from Clavering," says poor Lady Clavering, looking at her dinnertable, and confiding her griefs to her faithful friend, "if I could but have a little quiet to eat it with. Oh, how

much happier I was when I was a widow, and before all this money fell in to me !"

The Clavering family had indeed made a false start in life, and had got neither comfort nor position, nor thanks for the hospitalities which they administered, nor a return of kindness from the people whom they entertained. The success of their first London season was doubtful; and their failure afterwards notorious. "Human patience was not great enough to put up with Sir Francis Clavering," people said. "He was too hopelessly low, dull, and disreputable. You could not say what, but there was a taint about the house and its entourages. Who was the Begum, with her money, and without her h's, and where did she come from? What an extraordinary little piece of conceit the daughter was, with her Gallicised graces, and daring affectations, not fit for well-bred English girls to associate with! What strange people were those they assembled round about them! Sir Francis Clavering was a gambler, living notoriously in the society of black-legs and profligates. Hely Clinker, who was in his regiment, said that he not only cheated at cards, but showed the white feather. What could Lady Rockminster have meant by taking her up?" After the first season, indeed, Lady Rockminster, who had taken up Lady Clavering, put her down; the great ladies would not take their daughters to her parties: the young men who attended them behaved with the most odious freedom and scornful familiarity; and poor lady Clavering herself avowed that she was obliged to take what she called "the canal" into her parlour, because the tiptops wouldn't come.

She had not the slightest ill-will towards "the canal," the poor dear lady, or any pride about herself, or idea that she was better than her neighbour; but she had taken implicitly the orders which on her entry into the world her social godmother had given her: she had been willing to know whom they knew, and ask whom they asked. The "canal," in fact, was much pleasanter than what is called " society;" but as we said before, that to leave a mistress

is easy, while, on the contrary, to be left by her is cruel; so you may give up society without any great pang, or anything but a sensation of relief at the parting; but severe are the mortifications and pains you have if society gives

up you.

One young man of fashion we have mentioned, who at least it might have been expected would have been found faithful amongst the faithless, and Harry Foker, Esq., was indeed that young man. But he had not managed matters with prudence, and the unhappy passion at first confided to Pen, became notorious and ridiculous to the town, was carried to the ears of his fond mother, and finally brought under the cognisance of the bald-headed and inflexible Foker senior.

When Mr. Foker learned this disagreeable news, there took place between him and his son a violent and painful scene, which ended in the poor little gentleman's banishment from England for a year, with a positive order to return at the expiration of that time and complete his marriage with his cousin, or to retire into private life and three hundred a year altogether, and never see parent or brewery more. Mr. Henry Foker went away then, carrying with him that grief and care which passes free at the strictest Customhouses, and which proverbially accompanies the exile, and with this crape over his eyes, even the Parisian Boulevard looked melancholy to him, and the sky of Italy black.

To Sir Francis Clavering, that year was a most unfortunate one. The events described in the last chapter came to complete the ruin of the year. It was that year of grace in which, as our sporting readers may remember, Lord Harrowhill's horse (he was a classical young nobleman, and named his stud out of the Iliad) when Podasokus won the "Derby," to the dismay of the knowing ones, who pronounced the winning horse's name in various extraordinary ways, and who backed Borax, who was nowhere in the race. Sir Francis Clavering, who was intimate with some of the most rascally characters of the turf, and, of course, had valuable "informa