one quality in the Earl's character that was his greatest safeguard; and this was suspicion. He was suspicious of every one's motives; and a well-timed hint from the Countess, that Captain Burton was desirous of cultivating him for the sake of his horses or shooting, put him instantly on his guard; so that after a week or two Captain Burton had got very little further than he had done the first few days.

As may naturally be supposed, the constant assurance that Agatha was scheming to marry him for his money and position, carried due weight with Lord Dunmore; but there was another element in the Earl's character that brought him more nearly within reach of Mrs. Burton's toils-and this was vanity. He was vain enough to believe that Agatha really liked and admired him for himself; and nothing could ever shake this belief, although his mother naturally tried to do so in a thousand ways that were not too openly expressed. The Countess had one advantage over Mrs. Burton-she was the Earl's mother, and understood his nature thoroughly, and was in consequence so far successful in her treatment, that the Season had reached its close and he had not been committed. She arranged a hurried visit to the Continent, and persuaded Lord Dunmore into thinking the plan every way delightful. She went with him herself to call on the Burtons, and expressed many hopes that at some future time they might renew their delightful intercourse; and then, with a triumphant expression on her face, she swept back into the family coach, and carried her son away with her.

Agatha had certainly never loved Lord Dunmore; but she had meant to marry him, and she felt humiliated. Proud passionate tears rushed to her eyes when Mrs. Burton upbraided her with not having made the most of her opportunities, but she only said—

'You cannot despise me more than I despise myself; not for having failed to secure him, but for ever having tried.' And without another word she left the room,

and, alone in her own particular little sanctum, endured the kind of misery those only can experience who are neither in charity with themselves nor with the world.

Captain Burton, finding that his London home no longer promised to be very agreeable, returned to Dublin; and Mrs. Burton made arrangements to give up the house in Wilton Crescent, and go to Brighton. Agatha hated the idea of Brighton; she longed for rest after all the miserable results of that brilliant London Season-the Season to which she had looked forward with such pleasure, and which she might have enjoyed so much, had not her mother's one aim and object been that she should attract Lord Dunmore,-and for this, what had she not sacrified?— what had she not endured? She had been almost rude to other men, whom she might really have liked; and she had encouraged by a thousand arts a man she disliked to join her during her rides in the park, and to dance with her at balls. She had asked his advice; sung his favourite songs; accepted his flowers; and given him in return her most winning smiles-and the result had been utter failure! At Brighton she would be constantly reminded of all that had passed, and would be pitied or condoled with, as the case might be.

'Mamma,' said Agatha suddenly, one morning at breakfast, do you particularly care whether I go to Brighton or not?'

Mrs. Burton looked up. 'Care whether you go to Brighton! why, Agatha, what do you mean?'

'I mean,' she said, 'that I would rather not go, at all events for the present-that I should like first to pay my long-promised visit to Mrs. Vernor.'

'and Brighton is so like London that I should require to dress nearly as well as I do here; whilst at St. Helens

'I should indeed say that anything would do for St. Helens,' replied Mrs. Burton, in a tone of voice which spoke volumes as to the utter nothingness of the place that Agatha proposed visiting; but if you really wish it I do not object; you are looking pale and ill-natured; people will say that it is from disappointment, and make all scrts of disagreeable comments, if you are constantly en evidence, as you must be in Brighton. Whilst if you go where no one knows you, you can rusticate and get up your good looks.'

Agatha left the table and went to the window: she looked out for a few minutes in utter silence, then she said, May I write to day, mamma?'

'As soon as you like,' Mrs. Burton replied, and indeed the more quickly our places are settled the better; the heat of London and constant late hours are beginning to disagree dreadfully with me, and I shall be delighted to get away.'

Agatha walked as far as the door, when Mrs. Burton called her back.

'Of course you won't mind doing without a maid; I can't really spare Cameron, and I don't know how to afford two?'

'You need not distress yourself, mamma,' replied Agatha. 'Even if I wanted a maid ever so much, I could not take one to St. Helens; there would be no room for her in a cottage like Mrs. Vernor's.'

'And I am also quite sure that Cameron would not go,' said Mrs. Burton; and then she took up the "Times,' and Agatha left the room, and went up-stairs to write her letter.

A few days after Wilton Crescent was deserted, and Agatha's new life had begun at St. Helens.

CHAPTER II.

It seemed so strange to Agatha, after all the glare and glitter of London life, to wake in a tiny bed in a tiny room, to get up and smell the mignonette and roses in the garden

that ran round Mrs. Vernor's cottage, which had let itself into a sheltered corner of the little bay of St. Helens -to watch the white-crested waves lapping on the golden sands, and to hear the striking of the old church clock of Denborough, a little country town about half a mile over the hill. Yes, it was strange, but how pleasant! Agatha felt another being; all the artifices of her London life seemed to be swept into the past, and her better nature to reassert itself. Happily there was no counter-influence to mar her enjoyment, so she dressed herself in one of her plainest morning dresses, and went lightly down stairs to breakfast.

Mrs. Burton had always been fond of the world, and of moving from place to place, making it inconvenient to have Agatha with her; so she had been placed at an early age under Mrs. Vernor's care, who with more or less assistance from masters had educated her up to the age of seventeen, when Mrs. Burton had taken her abroad. Mrs. Vernor had subsequently come into a moderate legacy, and for the sake of her health, which was delicate, had bought a cottage at the little bay of St. Helens, on the Lancashire coast, in order to be near the sea, which had been particularly recommended. She had often longed to see Agatha again. Feeling for her as she did almost the affection of a parent, the news of her intended visit was a matter of great rejoicing, and she welcomed her very warmly that morning as she opened the door of the little sitting-room.

'Oh!' said Agatha, kissing her, 'is it not all so natural? I feel as if I must get out my books and commence at once with Mangnall's Questions.'

'Instead of which, Agatha,' said Mrs. Vernor, a smile lighting up a pale placid face which bore the traces of departed beauty and the presence of a warm heart and a refined mind. 'you are a grand young lady from London come to cheer me in my old age, and give me glimpses of the beau monde.'

Agatha sighed. The glimpses of the beau monde she had lived in would not, she suspected, enliven her friend very much. I hate Lon

don,' she said; 'I'm tired to death of gaiety of every description, and my greatest enjoyment here will be the never seeing any one but you;' and Agatha drew her chair to the modest little breakfast-table, and bent her queenly head over a bright patterned cup and saucer.

'What would you say,' replied Mrs. Vernor, if I told you that I have an invitation for you already?'

'For me?' said Agatha, looking up. 'It's only to have tea with my old Doctor and his wife, and unless you like we need not accept it.'

But of this Agatha would not hear; she wanted so much to walk into Denborough, and it would be so nice in the cool of the evening, and an early dinner and tea was just what she most enjoyed; so Mrs. Vernor sent a note to say they would come, and then left Agatha to amuse herself while she superintended her household affairs.

Agatha put on her hat and went out to sit on the sands, dreaming away a long morning, and thinking how happy she was to be free to do as she liked-trying to forget that, but three short days ago, every wish of her heart had been centered on one point, that of making a brilliant marriage. At one o'clock she went in to dinner, and the day being very hot neither she nor Mrs. Vernor cared to go out again till it was time for them to walk into Denborough. Agatha dressed herself in a dainty high white muslin, which she thought only fit for the morning in London, and with a black lace shawl and a hat finishing her costume, she went into Mrs. Vernor's room, and announced that she was ready. Agatha looked very beautiful and very elegant, and Mrs. Vernor was almost startled into some expression of admiration as her old pupil stood before her, but refrained, thinking it might be bad for her. Alas! how little she guessed at all the flattery that had been lavished upon Agatha; how little she thought that Agatha's vanity took the form of being perfectly satisfied with herself, and receiving as a right the personal homage she met with wherever she went!

The walk to Denborough was not

more than half a mile, but then it was up hill, so they went very slowly, but they got into the High Street a few minutes before seven. There really was only that one street of any importance; minor thoroughfares all ran towards this centre. It was like most streets in country towns, long and irregularly built, with a market-place at the top, and shops and private houses alternately on either side. Dr. Lynn's house was made conspicuous by being built in red brick, and having three steps at the front door and a brass plate on it announcing the fact of his occupation. Mrs. Lynn was at home, the maid said, and they were shown into a room just across the stone hall. It was not exactly a dining-room nor a drawing-room, but a room that had the air of being a general sitting-room; a room that Mrs. Lynn always called the parlour, and which they generally used for all purposes except on great occasions, when the real drawingroom was undressed and made to look as comfortable as its formal nature would allow; but as all Mrs. Lynn's friends stood by the 'parlour,' and as they seldom entertained strangers, the drawingroom was quite a spectral uninhabited appendage.

As Agatha and Mrs. Vernor were announced, Mrs Lynn got up from an easy-chair to receive them, laying down a bundle of knitting over which she appeared to be busily employed. She was a kind-hearted, comfortable looking old lady, dressed in a plain black silk of a fashion of many years ago, with snow white curls under a cap that had also a good deal of white about it. She helped Agatha to take off her shawl, and gave her a warm welcome to Denborough, desiring the servant to let Dr. Lynn know that their visitors had arrived.

When Dr. Lynn came in, Agatha felt at once that she should like him. He was tall and slight, with a clever, benevolent face, and his manner was especially winning. His dress, like Mrs. Lynn's, had not changed with the changing times; his coat was ornamented with gilt buttons, and his shirt front was

adorned with frills of spotless white. All Denborough united in their love and respect for Dr. Lynn, and the good he did none knew until he had gone himself to a land where his works would follow him. He was as cordial as Mrs. Lynn had been in his welcome to Agatha, and then they sat down to tea-a real old-fashioned substantial tea, with a hissing urn, and plenty to eat and drink lay spread out before them down the long table. Mrs. Vernor glanced at a vacant chair.

'Oh!' said Mrs. Lynn, 'I have a pleasant surprise for you-my son is at home: he only came this morning quite unexpectedly, and he has been detained with a gentleman on business, but he will be here in a few minutes.'

This intelligence caused quite a little flutter of surprise, and Agatha found herself listening with something like impatience to long discussions amongst the three friends on Mrs. Lynn's past and future, a conversation that was only interrupted by the entrance of the young man himself. He shook hands very warmly with Mrs. Vernor, bowed to Agatha, and took the vacant chair just opposite to where she was sitting. Agatha felt somehow that she was agreeably surprised; she had always believed it impossible that a young man in a country town could be so bearable, but Mr. Lynn was unquestionably a gentle

man.

He looked about twenty-five, was tall and well made, with a broad chest and shoulders; he had his mother's wide forehead and grey eyes, and a certain firmness about the mouth and chin that belonged to his father, but the rest of his face was unlike either. His hair was of a light shade of brown, with a strong tendency to curl, and his expression was so bright at times that you were hardly prepared for the sudden change. When anything vexed him, a stern, mournful look seemed to alter its whole character, and fascinated you with a thousand speculations, so that long before tea was over he had interested Agatha, that first most dangerous stage.

Agatha was a true woman, with

all a woman's love of power, and she made up her mind that Mr. Lynn should like her. That the game might in any way be equal she never realized; he was to like her, whilst she was to remain indifferent, and he would make a charming addition to the little society at the cottage at St. Helens. As soon as tea was over, Mrs. Lynn proposed that Agatha should see the garden, and Mr. Lynn offered to lionize its beauties. The Doctor went to his particular room combining study and surgery, and Mrs. Lynn and Mrs. Vernor prepared for a chat; so Agatha accepted the invitation, put her lace shawl over her shoulders, and went out at the open window. The garden was one of those that you often see at the back of town houses, long and rather formal; but in consequence of a good deal of care having been bestowed upon it, it was a very pleasant spot, with shady trees and narrow winding paths. They walked on in silence, Agatha and Mr. Lynn, till they reached the end of the garden, and then they paused, as Agatha expressed her surprise at finding that it overlooked the edge of the river.

'I like it so much,' she said, leaning against a mossy bank, at the side of which some steps were cut down to the water's edge, where a little boat was moored.

'As a doctor?' Agatha asked, but rather timidly; for there was something about Mr. Lynn that awed her.

'No,' he replied. My father wanted me to follow his profession, but I have no taste for surgery, so I have been studying the law; and ultimately I hope to get sufficient practice in Denborough to enable me to remain here.'

Agatha looked at her companion, and secretly wondered that living in Denborough could be the height of his ambition. How different he was to the London men she had been in the habit of meeting: he had none of their indolent polish, but a look of almost hard work about his face and figure; still it did not deteriorate from his attractions, and she found herself listening to his account of his early life, spent more or less alone in that old garden, and on that dark river, with immense interest.

Agatha was quite a new element in Mr. Lynn's life; if she had fallen from the clouds he could not have been more surprised. She seemed a being of another world as she sat on the bank in her white dress, with her large dark eyes looking intently up at him. Of course there were young ladies in Denborough, but how different to Agatha! Her style of beauty distinguished her at once from all the women he had hitherto met. If Mr. Lynn had been a painter he would have liked to paint her then and there, and to have immortalized on canvas the beautiful Grecian features of his new Divinity; but as it was, they only sat and chatted on indifferent subjects till the moon came out from the back of the old church, and bright stars found their reflection in the dark water of the river. Then Agatha got up and proposed going in doors, so they went slowly back by the winding paths and in again at the open window.

The Doctor and his wife kept early hours, so that the rest of the evening was soon over. A supper-tray was the finale, after which they put on their cloaks and prepared for the walk home. Mr. Lynn offered to escort them, and the offer was ac

cepted. As the way was all down-hill, their walk was soon over, and Mr. Lynn wished them good-bye at the garden gate, with a promise to bring Mrs. Vernor some flower-roots so soon as he could find spare time to do so. Somehow or another Mr. Lynn found the spare time very quickly, and he brought so many plants that he and Agatha had quite a long afternoon's work in planting them; so of course he stayed to tea, and then they all walked on the sands until the church clock had chimed the quarter to ten.

Of course so remarkably handsome a girl as Agatha Burton, with her simple but elegant London toilette, and her patrician air, did not fail to create quite a sensation when she went into the old Denborough church. There was only one person in the whole congregation that Agatha cared in the least to attract, and that was Mr. Lynn; but although Mr. Lynn came constantly to the cottage, and sought her society on all occasions, Agatha felt very uncertain of success. Mr. Lynn did not pay her the kind of devotion she had hitherto received, and the wish that he should like her became greater in proportion as the doubt increased; until at length Agatha ended as so many have done before her, in trying to make Mr. Lynn fall in love with her, she fell in love with him herself. Not that Agatha was by any means aware of this, and it was almost insensibly that she deferred to his opinions, read the books he recommended, and felt a humiliating dependence upon his approbation, upon whether he came or stayed away, and a thousand other trifles that make up the sum of love.

CHAPTER III.

Five or six weeks glided on, and Agatha had become quite at home in High Street. She would sit on a low stool at Mrs. Lynn's feet, and pick up lost stitches in the square of knitting that was destined for a counterpane for the spare-room bed. Even the Doctor's sanctum was open for her to come and go as she liked, and often after tea Mr. Lynn would take her out in the little boat on the