fancy led her. News of Amory's death reached her at the latter place, where Captain Clavering was then staying, unable to pay his hotel bill, as, indeed, was his friend the Chevalier Strong, and the good-natured widow married the descendant of the ancient house of Clavering-professing, indeed, no particular grief for the scapegrace of a husband whom she had lost and thus we have brought her up to the present time when she was mistress of Clavering Park.

Missy followed her mamma in most of her peregrinations, and so learned a deal of life. She had a governess for some time; and after her mother's second marriage, the benefit of Madame de Caramel's select pension in the Champs Elysées. When the Claverings came to England, she of course came with them. It was only within a few years, after the death of her grandfather, and the birth of her little brother, that she began to understand that her position in life was altered, and that Miss Amory, nobody's daughter, was a very small personage in a house compared with Master Francis Clavering, heir to an ancient baronetcy, and a noble estate. But for little Frank, she would have been an heiress, in spite of her father: and though she knew and cared not much about money, of which she never had any stint, and though she was a romantic little Muse, as we have seen, yet she could not reasonably be grateful to the persons who had so contributed to change her condition: nor, indeed, did she understand what the matter really was, until she had made some further progress, and acquired more accurate knowledge of the world.

But this was clear, that her step-father was dull and weak that mamma dropped her H's, and was not refined in manners or appearance; and that little Frank was a spoiled quarrelsome urchin, always hav

ing his way, always treading upon her feet, always upsetting his dinner on her dresses, and keeping her out of her inheritance. None of these, as she felt, could comprehend her and her solitary heart naturally pined for other attachments, and she sought around her where to bestow the precious boon of her unoccupied affection.

This dear girl, then, from want of sympathy, or other cause, made herself so disagreeable at home, and frightened her mother, and bored her step-father so much, that they were quite as anxious as she could be that she should settle for herself in life; and hence Sir Francis Clavering's desire expressed to his friend, in the last chapter, that Mrs. Strong should die, and that he would take Blanche to himself as a second Mrs. Strong.

But as this could not be, any other person was welcome to win her and a smart young fellow, welllooking and well-educated, like our friend Arthur Pendennis, was quite free to propose for her if he had a mind, and would have been received with open arms by Lady Clavering as a son-in-law, had he had the courage to come forward as a competitor for Miss Amory's hand.

Mr. Pen, however, besides other drawbacks, chose to entertain an extreme diffidence about himself. He was ashamed of his late failures, of his idle and nameless condition, of the poverty which he had brought on his mother by his folly, and there was as much of vanity as remorse in his present state of doubt and distrust. How could he ever hope for such a prize as this brilliant Blanche Amory, who lived in a fine park and mansion, and was waited on by a score of grand domestics, whilst a maid-servant brought in their meagre meal at Fairoaks, and his mother was

obliged to pinch and manage to make both ends meet? Obstacles seemed to him insurmountable, which would have vanished had he marched manfully upon them: and he preferred despairing, or dallying with his wishes, or perhaps he had not positively shaped them as yet, to attempting to win gallantly the object of his desire. Many a young man fails by that species of vanity called shyness, who might, for the asking, have his will.

But we do not pretend to say that Pen had, as yet, ascertained his : or that he was doing much more than thinking about falling in love. Miss Amory was charming and lively. She fascinated and cajoled him by a thousand arts or natural graces or flatteries. But there were lurking reasons and doubts, besides shyness and vanity, withholding him. In spite of her cleverness, and her protestations, and her fascinations, Pen's mother had divined the girl, and did not trust her. Mrs. Pendennis saw Blanche light-minded and frivolous, detected many wants in her which offended the pure and pious-minded lady; a want of reverence for her parents, and for things more sacred, Helen thought: worldliness and selfishness couched under pretty words and tender expressions. Laura and Pen battled these points strongly at first with the widow - Laura being as yet enthusiastic about her new friend, and Pen not far gone enough in love to attempt any concealment of his feelings. He would. laugh at these objections of Helen's, and say, "Psha, Mother! you are jealous about Laura- all women are jealous."

But when, in the course of a month or two, and by watching the pair with that anxiety with which brooding women watch over their sons' affections - and in acknowledging which, I have no doubt there is a sex

ual jealousy on the mother's part, and a secret pang -when Helen saw that the intimacy appeared to make progress, that the two young people were perpetually finding pretexts to meet, and that Miss Blanche was at Fairoaks or Mr. Pen at the Park every day the poor widow's heart began to fail her - her darling project seemed to vanish before her; and, giving way to her weakness, she fairly told Pen one day what her views and longings were; that she felt herself breaking, and not long for this world, and that she hoped and prayed before she went, that she might see her two children one. The late events, Pen's life and career and former passion for the actress, had broken the spirit of this tender lady. She felt that he had escaped her, and was in the maternal nest no more; and she clung with a sickening fondness to Laura, Laura who had been left to her by Francis in heaven.

Pen kissed and soothed her in his grand patronizing way. He had seen something of this, he had long thought his mother wanted to make this marriagedid Laura know anything of it? (Not she, - Mrs. Pendennis said- not for worlds would she have breathed a word of it to Laura) - "Well, well, there was time enough, his mother would n't die," Pen said, laughingly: "he would n't hear of any such thing, and as for the Muse, she is too grand a lady to think about poor little me and as for Laura, who knows that she would have me? She would do anything you told her, to be sure. But am I worthy of her?"

"O Pen, you might be," was the widow's reply; not that Mr. Pen ever doubted that he was; and a feeling of indefinable pleasure and self-complacency came over him as he thought over this proposal, and imaged Laura to himself, as his memory remem

bered her for years past, always fair and open, kindly and pious, cheerful, tender, and true. He looked at her with brightening eyes as she came in from the garden at the end of this talk, her cheeks rather flushed, her looks frank and smiling a basket of roses in her hand.

She took the finest of them and brought it to Mrs. Pendennis, who was refreshed by the odor and color of these flowers; and hung over her fondly and gave it to her.

"And I might have this prize for the asking!" Pen thought, with a thrill of triumph, as he looked at the kindly girl. "Why, she is as beautiful and as generous as her roses." The image of the two women remained forever after in his mind, and he never recalled it but the tears came into his eyes.

Before very many weeks' intimacy with her new acquaintance, however, Miss Laura was obliged to give in to Helen's opinion, and own that the Muse was selfish, unkind, and inconstant.

Little Frank, for instance, might be very provoking, and might have deprived Blanche of her mamma's affection, but this was no reason why Blanche should box the child's ears because he upset a glass of water over her drawing, and why she should call him many opprobrious names in the English and French language; and the preference accorded to little Frank was certainly no reason why Blanche should give herself imperial airs of command towards the boy's governess, and send that young lady upon messages through the house to bring her book or to fetch her pocket-handkerchief. When a domestic performed an errand for honest Laura, she was always thankful and pleased; whereas, she could not but perceive that the little Muse had not the slightest scruple in