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Chapel, Clifton. For the last five years of her life her Ladyship had been attended by Miss Helen Thistlewood, a very distant relative of the noble house of Bareacres, before mentioned, and daughter of Lieutenant R. Thistlewood, R.N., killed at the battle of Copenhagen. Under Lady Pontypool's roof Miss Thistlewood found a shelter: the Doctor, who paid his visits to my Lady Pontypool at least twice a day, could not but remark the angelical sweetness and kindness with which the young lady bore her elderly relative's ill-temper; and it was as they were going in the fourth mourning coach to attend her Ladyship's venerated remains to Bath Abbey, where they now repose, that he looked at her sweet pale face and resolved upon putting a certain question to her, the very nature of which made his pulse beat ninety, at least.

He was older than she by more than twenty years, and at no time the most ardent of men. Perhaps he had had a love affair in early life which he had to strangle-perhaps all early love affairs ought to be strangled or drowned, like so many blind kittens: well, at three-and-forty he was a collected quiet little gentleman in black stockings with a bald head, and a few days after the ceremony he called to see her, and, as he felt her pulse, he kept hold of her hand in his, and asked her where she was going to live now that the Pontypool family had come down upon the property, which was being nailed into boxes, and packed into hampers, and swaddled up with haybands, and buried in straw, and locked under three keys in green-baize plate-chests, and carted away under the eyes of poor Miss Helen, he asked her where she was going to live finally.

Her eyes filled with tears, and she said she did not know. She had a little money. The old lady had left her a thousand pounds, indeed; and she would go into a boarding-house or into a school: in fine, she did not know where.

Then Pendennis, looking into her pale face, and keeping hold of her cold little hand, asked her if she would come and live with him? He was old compared to-to so blooming a young lady as Miss Thistlewood (Pendennis was of the grave old complimentary school of gentlemen and apothecaries), but he was of good birth, and, he flattered himself, of good prin

ciples and temper. His prospects were good, and daily mending. He was alone in the world, and had need of a kind and constant companion, whom it would be the study of his life to make happy; in a word, he recited to her a little speech, which he had composed that morning in bed, and rehearsed and perfected in his carriage, as he was coming to wait upon the young lady.

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Perhaps if he had had an early love passage, she too had one day hoped for a different lot than to be wedded to a little gentleman who rapped his teeth and smiled artificially, who was laboriously polite to the butler as he slid upstairs into the drawing-room, and profusely civil to the lady's-maid, who waited at the bedroom door; for whom her old patroness used to ring as for a servant, and who came with even more

eagerness; perhaps she would have chosen a different manbut she knew, on the other hand, how worthy Pendennis was, how prudent, how honourable; how good he had been to his mother, and constant in his care of her; and the upshot of this interview was, that she, blushing very much, made Pendennis an extremely low curtsey, and asked leave to-to consider his very kind proposal.

They were married in the dull Bath season, which was the height of the season in London. And Pendennis having previously, through a professional friend, M.R.C.S., secured lodgings in Holles Street, Cavendish Square, took his wife thither in a chaise and pair; conducted her to the theatres, the Parks, and the Chapel Royal; showed her the folks going to a Drawing-room, and, in a word, gave her all the pleasures of the town. He likewise left cards upon Lord Pontypool, upon the Right Honourable the Earl of Bareacres, and upon Sir Pepin and Lady Ribstone, his earliest and kindest patrons. Bareacres took no notice of the cards. Pontypool called, admired Mrs. Pendennis, and said Lady Pontypool would come and see her, which her Ladyship did, per proxy of John her footman, who brought her card, and an invitation to a concert five weeks off. Pendennis was back in his little one-horse carriage, dispensing draughts and pills at that time: but the Ribstones asked him and Mrs. Pendennis to an entertainment, of which Mr. Pendennis talked to the last day of his life.

The secret ambition of Mr. Pendennis had always been to be a gentleman. It takes much time and careful saving for a provincial doctor, whose gains are not very large, to lay by enough money wherewith to purchase a house and land: but besides our friend's own frugality and prudence, fortune aided him considerably in his endeavour, and brought him to the point which he so panted to attain. He laid out some money very advantageously in the purchase of a house and small estate close upon the village of Clavering before mentioned. A lucky purchase which he had made of shares in a coppermine added very considerably to his wealth, and he realised with great prudence while this mine was still at its full vogue. Finally, he sold his business, at Bath, to Mr. Parkins, for a handsome sum of ready money, and for an annuity to be paid

to him during a certain number of years after he had for ever retired from the handling of the mortar and pestle.

Arthur Pendennis, his son, was eight years old at the time of this event, so that it is no wonder that the lad, who left Bath and the surgery so young, should forget the existence of such a place almost entirely, and that his father's hands had ever been dirtied by the compounding of odious pills, or the preparation of filthy plasters. The old man never spoke about the shop himself, never alluded to it; called in the medical practitioner of Clavering to attend his family; sunk the black breeches and stockings altogether; attended market and sessions, and wore a bottle-green coat and brass buttons with drab gaiters, just as if he had been an English gentleman all his life. He used to stand at his lodge-gate, and see the coaches come in, and bow gravely to the guards and coachmen as they touched their hats and drove by. It was he who founded the Clavering Book Club: and set up the Samaritan Soup and Blanket Society. It was he who brought the mail, which used to run through Cacklefield before, away from that village and through Clavering. At church he was equally active as a vestryman and a worshipper. At market every Thursday, he went from, pen to stall; looked at samples of oats, and munched corn; felt beasts, punched geese in the breast, and weighed them with a knowing air; and did business with the farmers at the Clavering Arms, as well as the oldest frequenter of that house of call. It was now his shame, as it formerly was his pride, to be called Doctor, and those who wished to please him always gave him the title of Squire.

Heaven knows where they came from, but a whole range of Pendennis portraits presently hung round the Doctor's oak dining-room; Lelys and Vandykes he vowed all the portraits to be, and when questioned as to the history of the originals, would vaguely say they were "ancestors of his." His little boy believed in them to their fullest extent, and Roger Pendennis of Agincourt, Arthur Pendennis of Crecy, General Pendennis of Blenheim and Oudenarde, were as real and actual beings for this young gentleman as—whom shall we say ?—as Robinson Crusoe, or Peter Wilkins, or the Seven Champions of Christendom, whose histories were in his library. /

Pendennis's fortune, which was not above eight hundred pounds a year, did not, with the best economy and management, permit of his living with the great folks of the county; but he had a decent comfortable society of the second sort. If they were not the roses, they lived near the roses, as it were, and had a good deal of the odour of genteel life. They had out their plate, and dined each other round in the moonlight nights twice a year, coming a dozen miles to these festivals; and besides the county, the Pendennises had the society of the town of Clavering, as much as, nay, more than they liked: for Mrs. Pybus was always poking about Helen's conservatories, and intercepting the operation of her soup-tickets and coalclubs: Captain Glanders (H.P., 50th Dragoon Guards) was for ever swaggering about the Squire's stables and gardens, and endeavouring to enlist him in his quarrels with the Vicar, with the Postmaster, with the Reverend F. Wapshot of Clavering Grammar School, for overflogging his son, Anglesea Glanders,—with all the village in fine. And Pendennis and his wife often blessed themselves, that their house of Fairoaks was nearly a mile out of Clavering, or their premises would never have been free from the prying eyes and prattle of one or other of the male and female inhabitants there.

Fairoaks lawn comes down to the little river Brawl, and on the other side were the plantations and woods (as much as were left of them) of Clavering Park, Sir Francis Clavering, Bart. The park was let out in pasture and fed down by sheep and cattle when the Pendennises came first to live at Fairoaks. Shutters were up in the house; a splendid freestone palace, with great stairs, statues, and porticos, whereof you may see a picture in the "Beauties of England and Wales." Sir Richard Clavering, Sir Francis's grandfather, had commenced the ruin of the family by the building of this palace: his successor had achieved the ruin by living in it. The present Sir Francis was abroad somewhere; nor could anybody be found rich enough to rent that enormous mansion, through the deserted rooms, mouldy clanking halls, and dismal galleries of which, Arthur Pendennis many a time walked trembling when he was a boy. At sunset, from the lawn of Fairoaks, there was a pretty sight; it and the opposite park of Clavering

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