Arthur, in a protecting way, put his other hand upon the little one resting on his arm. "Fanny's a very pretty little name," he said, "and so you know me, do you?"

"We keep the lodge, Sir, at Shepherd's Inn," Fanny said with a curtsey; "and I've never been at Vauxhall, Sir, and Pa didn't like me to go — and · and — 0 – 0 — law, how beautiful!" She 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 blasé 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 proproietor 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 arrum-in-arrum (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 discoorsing, 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, nor, indeed, did Mrs. Bolton expect, 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 in the place. Of course there were votaries of pleasure of all ranks there 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.

Colchium was in attendance upon Mademoiselle Caracoline, little Tom Tufthunt was in attendance upon Lord Colchium; 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 patronise 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 vermilion. 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 dowdy 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 fortune-teller 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.

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'Crossed in love is he? poor gentleman," said Fanny with a sigh, and her eyes turned round towards him with no little

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 author, hay? Go about with the swells. Saw your name in the Morning Post. I suppose you 're 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