Your

and share the contest with me? sympathy will cheer me while it lasts. I shall have one of the tenderest and most generous creatures under heaven to aid and bear me company. Will you take me, dear Laura, and make our mother happy?"

"Do you think mamma would be happy if you were otherwise, Arthur?" Laura said in a low sad voice.

"And why should I not be," asked Pen eagerly, "with so dear a creature as by my side? I have not my first love to give you. I am a broken man. But indeed I would love you fondly and truly. I have lost many an illusion and ambition, but I am not without hope still. Talents I know I have, wretchedly as I have misapplied them: they may serve me yet: they would, had I a motive for action. Let me go away and think that I am pledged to return to you. Let me go and work, and hope that you will share my success if I gain it. You have given me so much, dear Laura, will you take from me nothing?"

"What have you got to give, Arthur?" Laura said, with a grave sadness of tone, which made Pen start, and see that his words had committed him. Indeed, his declaration had not been such as he would have made it two days earlier, when, full of hope and gratitude, he had run over to Laura, his liberatress, to thank her for his recovered freedom. Had he been permitted to speak then, he had spoken, and she, perhaps, had listened differently. It would have been a grateful heart asking for hers; not a weary one offered to her, to take or to leave. Laura was offended with the terms in which Pen offered himself to her. He had, in fact, said that he had no love, and yet would take no denial. "I give myself to you to please my mother," he had said; "take me, as she wishes that I should make this sacrifice." The girl's spirit would brook a husband under no such conditions: she was not minded to run forward because Pen chose to hold out the handkerchief, and her tone, in reply to Arthur, showed her determination to be independent.

"No, Arthur," she said, our marriage would not make mamma happy, as she fancies; for it would not content

you very long. I, too, have known what her wishes were; for she is too open to conceal anything she has at heart and once, perhaps, I thoughtbut that is over now-that I could have made you that it might have been as she wished."

"You have seen somebody else," said Pen, angry at her tone, and recalling the incidents of the past days.

"That_allusion might have been spared," Laura replied, flinging up her head. "A heart which has worn out love at three-and-twenty, as yours has, you say, should have survived jealousy too. I do not condescend to say whether I have seen or encouraged any other person. I shall neither admit the charge, nor deny it and beg you also to allude to it no more."

"I ask your pardon, Laura, if I have offended you: but if I am jealous, does it not prove that I have a heart?"

"Not for me, Arthur. Perhaps you think you love me now: but it is only for an instant, and because you are foiled. Were there no obstacle, you would feel no ardour to overcome it. No, Arthur, you don't love me. You would weary of me in three months, as-as you do of most things; and mamma, seeing you tired of me, would be more unhappy than at my refusal to be yours. Let us be brother and sister, Arthur, as heretofore -but no more. You will get over this little disappointment."

"I will try," said Arthur, in a great indignation.

"Have you not tried before?" Laura said, with some anger, for she had been angry with Arthur for a very long time, and was now determined, I suppose, to speak her mind. "And the next time, Arthur, when you offer yourself to a woman, do not say as you have done to me, I have no heart-I do not love you; but I am ready to marry you because my mother wishes for the match.' We require more than this in return for our love-that is, I think so. I have had no experience hitherto, and have not had the-the practice which you supposed me to have, when you spoke but now of my having seen somebody else. Did you tell your first love that you had no heart, Arthur? or your second that

you did not love her, but that she might have you if she liked?"

"What-what do you mean?" asked Arthur, blushing, and still in great wrath.

"I mean Blanche Amory, Arthur Pendennis," Laura said, proudly. "It is but two months since you were sighing at her feet-making poems to her-placing them in hollow trees by the riverside. I knew all. I watched you that is, she showed them to me. Neither one nor the other were in earnest perhaps; but it is too soon now, Arthur, to begin a new attachment. Go through the time of your-your widowhood at least, and do not think of marrying until you are out of mourning."-(Here the girl's eyes filled with tears, and she passed her hand across them.) "I am angry and hurt, and I have no right to be so, and I ask your pardon in my turn now, dear Arthur. You had a right to love Blanche. She was a thousand times prettier and more accomplished than-than any girl near us here; and you could not know that she had no heart; and so you were right to leave her too. I ought not to rebuke you about Blanche Amory, and because she deceived you. Pardon me, Pen,"-and she held the kind hand out to Pen once

more.

"We were both jealous," said Pen. "Dear Laura, let us both forgive"-and he seized her hand and would have drawn her towards him. He thought that she was relenting, and already assumed the airs of a victor.

But she shrank back, and her tears passed away; and she fixed on him a look so melancholy and severe, that the young man in his turn shrank before it. "Do not mistake me, Arthur," she said, "it cannot be. You do not know what you ask, and do not be too angry with me for saying that I think you do not deserve it. What do you offer in exchange to a woman for her love, honour, and obedience? If ever I say these words, dear Pen, I hope to say them in earnest, and by the blessing of God to keep my vow. But you-what tie binds you? You do not care about many things which we poor women hold sa

cred. I do not like to think or ask how far your incredulity leads you. You offer to marry to please our mother, and own that you have no heart to give away Oh, Arthur, what is it you offer me? What a rash compact would you enter into so lightly? A month ago, and you would have given yourself to another. I pray you do not trifle with your own or others' hearts so recklessly. Go and work; go and mend, dear Arthur, for I see your faults, and dare speak of thei now: go and get fame, as you say that you can, and I will pray for my brother, and watch our dearest mother at home.

"

"Is that your final decision, Laura?" Arthur cried.

"Yes," said Laura, bowing her bead; and once more giving him her hand, she went away. He saw her pass under the creepers of the little porch, and disappear into the house. The curtains of his mother's window fell at the same minute, but he did not mark that, or suspect that Helen had been witnessing the scene.

Was he pleased, or was he angry at its termination? He had asked her, and a secret triumph filled his heart to think that he was still free. She had refused him, but did she not love him? That avowal of jealousy made him still think that her heart was his own, whatever her lips might utter.

And now we ought, perhaps, to describe another scene which took place at Fairoaks, between the widow and Laura, when the latter had to tell Helen that she had refused Arthur Pendennis. Perhaps it was the hardest task of all which Laura had to go through in this matter: and the one which gave her the most pain. But as we do not like to see a good woman unjust, we shall not say a word more of the quarrel which now befel between Helen and her adopted daughter, or of the bitter tears which the poor girl was made to shed. It was the only difference which she and the widow had ever had as yet, and the more cruel from this cause. Pen left home whilst it was as yet pending-and Helen, who could pardon almost everything, could not pardon an act of justice in Laura.

CHAPTER XXVIII.

BABYLON.

OUR reader must now please to quit the woods and sea-shore of the west, and the gossip of Clavering, and the humdrum life of poor little Fairoaks, and transport himself with Arthur Pendennis, on the "Alacrity" coach, to London, whither he goes once for all to face the world and to make his fortune. As the coach whirls through the night away from the friendly gates of home, many a plan does the young man cast in his mind of future life and conduct, prudence, and peradventure success and fame. He knows he is a better man than many who have hitherto been ahead of him in the race: his first failure has caused him remorse, and brought with it reflection: it has not taken away his courage, or, let us add, his good opinion of himself. A hundred eager fancies and busy hopes keep him awake. How much older his mishaps and a year's thought and self-communion have made him, than when, twelve months since, he passed on this road on his way to and from Oxbridge! His thoughts turn in the night with inexpressible fondness and tenderness towards the fond mother, who blessed him when parting, and who, in spite of all his past faults and follies, trusts him and loves him still. Blessings be on her! he prays, as he looks up to the stars overhead. O Heaven, give him strength to work, to endure, to be honest, to avoid temptation, to be worthy of the loving soul who loves him so entirely! Very likely she is awake, too, at that moment, and sending up to the same Father purer prayers than his for the welfare of her boy. That woman's love is a talisman by which he holds and hopes to get his safety. And Laura's-he would have fain carried her affection with him too, but she has denied it, as he is not wor thy of it. He owns as much with shame and remorse: confesses how much better and loftier her nature is than his ownconfesses it, and yet is glad to be free. "I am not good enough for such a creature," he owns to himself. He draws back before her spotless beauty and in

nocence, as from something that scarces him. He feels he is not fit for such a mate as that; as many a wild prodigal who has been pious and guiltless in early days, keeps away from a church which he used to frequent once-shunning it, but not hostile to it-only feeling that he has no right in that pure place.

With these thoughts to occupy him, Pen did not fall asleep until the nipping dawn of an October morning, and woke considerably refreshed when the coach stopped at the old breakfasting place at B, where he had had a score of merry meals on his way to and from school and college many times since he was a boy. As they left that place, the sun broke out brightly, the pace was rapid, the horn blew, the mile-stones flew by, Pen smoked and joked with guard and fellow-passengers and people along the familiar road; it grew more busy and animated at every instant; the last team of greys came out at Hand the coach drove into London. What young fellow has not felt a thrill as he entered the vast place? Hundreds of other carriages, crowded with their thousands of men, were hastening to the great city. "Here is my place," thought Pen; "here is my battle beginning, in which I must fight and conquer, or fall. I have been a boy and a dawdler as yet. Oh, I long, I long to show that I can be a man. And from his place on the coach-roof the eager young fellow looked down upon the city, with the sort of longing desire which young soldiers feel on the eve of a campaign.

As they came along the road, Pen had formed acquaintance with a cheery fellow-passenger in a shabby cloak, who talked a great deal about men of letters with whom he was very familiar, and who was, in fact, the reporter of a London newspaper, as whose representative he had been to attend a great wrestlingmatch in the west. This gentleman knew intimately, as it appeared, all the leading men of letters of his day, and talked about Tom Campbell, and Tom Hood, and Sidney Smith, and this and the other, as if he had been their most intimate friend. As they passed by Brompton, this gentleman pointed out to Pen Mr. Hurtle, the reviewer, walking

with his umbrella. Pen craned over the coach to have a long look at the great Hurtle. He was a Boniface man, said Pen. And Mr. Doolan, of the Star newspaper (for such was the gentleman's name and address upon the card which he handed to Pen), said "Faith he was, and he knew him very well." Pen thought it was quite an honour to have seen the great Mr. Hurtle, whose works he admired. He believed fondly, as yet, in authors, reviewers, and editors of newspapers. Even Wagg, whose books did not appear to him to be masterpieces of human intellect, he yet secretly revered as a successful writer. He mentioned that he had met Wagg in the country, and Doolan told him how that famous novelist received three hundther pounds a volume for every one of his novels. Pen began to calculate instantly whether he might not make five thousand a year.

The very first acquaintance of his own whom Arthur met, as the coach pulled up at the Gloster Coffee House, was his old friend Harry Foker, who came prancing down Arlington Street behind an enormous cab-horse. He had white kid gloves and white reins, and nature had by this time decorated him with a considerable tuft on the chin. A very small cab-boy, vice Stoopid retired, swung on behind Foker's vehicle; knockkneed and in the tighest leather breeches. Foker looked at the dusty coach, and the smoking horses of the "Alacrity," by which he had made journeys in former times.-" What, Foker !" cried out Pendennis-" Hollo! Pen, my boy!" said the other, and he waved his whip by way of amity and salute to Arthur, who was very glad to see his queer friend's kind old face. Mr. Doolan had a great respect for Pen who had no acquaintance in such a grand cab; and Pen was greatly excited and pleased to be at liberty and in London. He asked Doolin to come and dine with him at the Covent Garden Coffee House, where he put up: he called a cab and rattled away thither in the highest spirits. He was glad to see the bustling waiter and polite bowing landlord again; and asked for the landlady, and missed the old Boots, and would have liked to

shake hands with everybody. He had a hundred pounds in his pocket. He dressed himself in his very best; dined in the coffee-room with a modest pint of sherry (for he was determined to be very economical), and went to the theatre adjoining.

The lights and the music, the crowd and the gaiety, charmed and exhilarated Pen, as those sights will do young fellows from College and the country, to whom they are tolerably new. He laughed at the jokes; he applauded the songs, to the delight of some of the dreary old habitues of the boxes, who had ceased long ago to find the least excitement in their place of nightly resort, and were pleased to see any one so fresh and so much amused. At the end of the first piece, he went and strutted about the lobbies of the theatre, as if he was in a resort of the highest fashion. What tired frequenter of the London pave is there that cannot remember having had similar early delusions, and would not call them back again? Here was young Foker again, like an ardent votary of pleasure as he was. He was walking with Granby Tiptoff, of the Household Brigade, Lord Tiptoff's brother, and Lord Colchicum, Captain Tiptoff's uncle, a venerable peer, who had been a man of pleasure since the first French revolution. Foker rushed upon Pen with eagerness, and insisted that the latter should come into his private box, where a lady with the longest ringlets, and the fairest shoulders, was seated. This was Miss Blenkinsop, the eminent actress of high comedy; and in the back of the box snoozing in a wig, sate old Blenkinsop, her papa. He was described in the theatrical prints as the veteran Blenkinsop'-' the useful Blenkinsop,'-' that old favourite of the public, Blenkinsop:' those parts in the drama, which are called the heavy fathers, were usually assigned to this veteran, who, indeed, acted the heavy father in public, as in private life.

At this time, it being about eleven o'clock, Mrs. Pendennis was gone to bed at Fairoaks, and wondering whether her dearest Arthur was at rest after his journey. At this time Laura, too, was awake. And at this time yesterday

night, as the coach rolled over silent commons, where cottage windows twinkled, and by darkling woods under calm starlit skies, Pen was vowing to reform and to resist temptation, and his heart was at home. Meanwhile the farce was going on very successfully, and Mrs. Leary, in a hussar jacket and braided pantaloons, was enchanting the audience with her archness, her lovely figure, and her delightful ballads.

Pen, being new to the town, would have liked to listen to Mrs. Leary; but the other people in the box did not care about her song or her pantaloons, and kept up an incessant chattering. Tiptoff know where her maillots came from. Colchicum saw her when she came out in '14 Miss Blenkinsop said she sang out of all tune, to the pain and astonishment of Pen, who thought that she was as beautiful as an angel, and that she sang like a nightingale; and when Hoppus came on as Sir Harcourt Featherby, the young man of the piece, the gentlemen in the box declared that Hoppus was getting too stale, and Tiptoff was for flinging Miss Blenkinson's bouquet to him. "Not for the world," cried the daughter of the veteran Blenkinsop; "Lord Clochicum gave it to me."

Pen remembered that nobleman's name, and with a bow and a blush said he believed he had to thank Lord Colchicum for having proposed him at the Polyanthus Club, at the request of his uncle, Major Pendennis.

"What, you're Wigsby's nephew, are you?" said the Peer. "I beg your pardon, we always call him Wigsby."

Pen

blushed to hear his venerable uncle called by such a familiar name. "We balloted you in last week, didn't we? Yes, last Wednesday night. Your uncle wasn't there."

Here was delightful news for Pen! He professed himself very much obliged indeed to Lord Colchicum, and made him a handsome speech of thanks, to which the other listened, with his double opera-glass up to his eyes. Pen was full of excitement at the idea of being a member of this polite club.

"Don't be always looking at that box, you naughty creature," cried Miss Blenkinsop.

"She's a dev'lish fine woman, that Mirabel," said Tiptoff; "though Mirable was a d-d fool to marry her. "A stupid old spooney," "said the

peer.

"Mirabel!" cried out Pendennis. "Ha! ha!" laughed out Harry Foker. "We've heard of her before, haven't we, Pen?"

It was Pen's first love. It was Miss Fotheringay. The year before she had been led to the altar by Sir Charles Mirabel, G. C.B., and formerly envoy to the Court of Pumpernickel, who had taken so active a part in the negotiations before the Congress of Swammerdam, and signed, on behalf of H. B. M., the Peace of Pultusk.

"Emily was always as stupid as an owl," said Miss Blenkinsop.

"Eh! Eh! pas si bete," the old peer said.

"Oh, for shame' cried the actress, who did not in the least know what he meant.

And Pen looked out and beheld his first love once again--and wondered how he ever could have loved her.

:

Thus, on the very first night of his arrival in London, Mr. Arthur Pendennis found himself introduced to a Club, to an actress of genteel comedy and a heavy father of the Stage, and to a dashing society of jovial blades, old and young for my Lord Colchicum, though stricken in years, bald of head, and enfeebled in person, was still indefatigable in the pursuit of enjoyment, and it was the venerable Viscount's boast that he could drink as much claret as the youngest member of the society which he frequented. He lived with the youth about town: he gave them countless dinners at Richmond and Greenwich: an enlightened patron of the drama in all languages and of the Terpsichorean art, he received dramatic professors of all nations at his banquets-English from the Covent Garden and Strand houses, Italians from the Haymarket, French from their own pretty little theatre, or the boards of the Opera where they danced. And at his villa on the Thames, this pillar of the State gave sumptuous entertainments to scores of young men of fashion, who