the first faint streak of day parted the eastern clouds when james penwyn got back to the 'waterfowl,' but late as it was, and though a long day's various fatigues might have invited him to repose, maurice clissold had waited up for his friend. he was walking up and down the inn parlour, where empty bottles and glasses, cigar ashes, and a broken clay pipe or two bestrewed the table, and gave a rakish look to the room. the windows stood wide open to the pale cold dawn, and the air was chill.

'not gone to bed yet, maurice?' exclaimed james, surprised, and perhaps somewhat embarrassed by this unexpected encounter.

'i was in no humour for sleep. i never can sleep when i have anything on my mind. i waited up to ask you a question, jim.'

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something like defiance sparkled in mr. penwyn's eyes as he planted himself upon the arm of the substantial old sofa, and lighted a final cigar.

'don't restrain your eloquence,' he said, 'i should hardly have considered four o'clock in the morning a time for conversation, but if you think so, i'm at your service.'

'i want to know, in plain words, what you mean by this, james?'

'by what?'

'your conduct to that girl.'

'i shouldn't think anything so simple needed explanation. i meet a strolling player and his daughter. the strolling player is something of a character; the daughter—well, not pretty, perhaps, though she has lovely eyes, but interesting. i offer them the small attention of a supper, and, seeing that my friend the player is a trifle the worse for the champagne consumed, humanity urges me to escort the young lady to her own door, lest her father should lead her into one of the ditches which beset the way. i believe that is the sum-total of my offences.'

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'it sounds simple enough, jim,' answered the other, gravely, but not unkindly, 'and i dare say no harm will come of it if you let things stop exactly where they are. but i watched you and that poor child to-night—she is little more than a child, at best—and i saw that you were doing your utmost, unconsciously, perhaps, to turn her silly head. i saw you together in the moonlight afterwards.'

'if there was anything sentimental, you must blame the moon, not me,' said james, lightly.

'and now you talk of spending to-morrow with these people, and taking them to the races.'

'and i mean to do it. there's a freshness about them that amuses me. i've been getting rather tired of nature and greek—though, of course, we've had an uncommonly jolly time of it together, dear old boy,—and i find a relief in a glimpse of real life. when you turn mentor, you make yourself intensely disagreeable. do you suppose that i harbour one wicked intention about this girl?'

'no, james, i don't suppose you do. if i thought you were a deliberate sinner i should leave you to go your own road, and only try to save the96 girl. but i know what misery has been wrought in this world by gentlemanly trifling, and what still deeper wretchedness has been brought about by unequal marriages.'

'do you suppose i think of marrying mr. elgood's daughter, because i say a few civil words to her?' cried james, forgetting how much earnestness there had been in those civil words only an hour ago.

'if you have no such thought you have no right to cultivate an acquaintance that can only end in unhappiness to her, if not to yourself.'

james answered with a sneer, to which clissold replied somewhat warmly, and there were angry words between the two young men before they parted in the corridor outside their bedrooms. the people of the house, already thinking about morning, heard the raised voices and angry tones—heard and remembered.

it was ten o'clock when james penwyn went down to breakfast next morning. the sun was shining in at the open windows—all traces of last night's revelry were removed—the room was in the97 nicest order—the table spread for breakfast, with spotless linen and shining tea service, but only set for one. james plucked impatiently at the bellrope. it irked him not to see his friend's face on the other side of the board. he had come downstairs prepared to make peace on the easiest terms; ready even to own himself to blame.

'has mr. clissold breakfasted?' he asked the girl who answered his summons.

'no, sir. he wouldn't stop for breakfast; he went out soon after seven this morning, with his fishing-rod. and he left a note, please, sir.'

there it was among the shells and shepherdesses on the mantelpiece. a little pencil scrawl twisted into a cocked hat:—

'dear jim,

'since it seems that my counsel irritates and annoys you, i take myself off for a day's fly fishing. you must please yourself about the races. only remember, that it is easy for a man to drift upon quicksands from which he can hardly extricate himself without the loss of honour or of happiness.98 the sum-total of a man's life depends very much upon what he does with the first years of his manhood. i shall be back before night.

'yours always,??

'm. c.'

james penwyn read and re-read the brief epistle, musing over it frowningly. it was rather tiresome to have a friend who took such a serious view of trifles. towards what quicksand was he drifting? was it a dishonourable thing to admire beautiful eyes, to wish to do some kindness to a friendless girl, en passant? as to the races, he could not dream of disappointing the people he had invited. was he to treat them cavalierly because they were poor? he rang the bell again and ordered the largest landau or barouche which the 'waterfowl' could obtain for him, with a pair of good horses.

'and get me up a picnic basket,' he said, 'and plenty of champagne.'

at two and twenty, with the revenues of penwyn manor at his command, a man would hardly do things shabbily.

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he had arranged everything with his guests. the dempsons and the elgoods lodged in the same house, an ancient dwelling not far from the archway at the lower end of the city. mr. penwyn was to call for them in a carriage at twelve o'clock, and they were to drive straight to the racecourse.

james breakfasted slowly, and with little appetite. he missed the companion whose talk had been wont to enliven all their meals. he thought it unkind of maurice to leave him—was at once angry with his friend, and with himself for his contemptuous speeches of last night. he left his breakfast unfinished at last, and went out into the garden, and down by the narrow river, which had a different look by day. it was beautiful still—the winding stream with its sedgy banks, and far-off background of low hills, and the grave old city in the middle distance—but it lacked the magic of night—the mystic charms of moonbeam and shadow.

the scene—even without the moonlight—put him painfully in mind of last night, when justina and100 he had sat side by side on the bench by yonder willow.

'why shouldn't i marry her if i love her?' he said to himself; 'i am my own master. who will ask squire penwyn for his wife's pedigree? it isn't as if she were vulgar or ignorant. she speaks like a lady, and she seems to know as much as most of the girls i have met.'

he strolled up and down by the river, smoking and musing until the carriage was ready. it was a capacious vehicle, of the good old baker street repository build, a vehicle which looked as if it had been a family travelling carriage about the period of the bourbon restoration, and had done the tour of europe, and been battered and bruised a good deal between the alps and the danube. there was a vast amount of leather in its composition, and more iron than sticklers for absolute elegance would desire, whereby it jingled considerably in its progress. but it was roomy, and, for a racecourse, that was the main point.

james drove to the dingy old street where the players lodged, an old-fashioned street, with queer101 old houses, more picturesque than clean. the players' lodgings were above a small shop in the chandlery line, and as there was no private door, james had to enter the realms of dutch cheese, kippered herrings, and dip candles—pendent from the low ceiling like stalactites—in quest of his new acquaintance.

the ladies were ready, but mr. elgood was still in his shirt-sleeves, and his countenance had a warm and shiny look, as if but that moment washed. justina came running down the stairs and into the shop, where james welcomed her warmly. she was quite a transformed and glorified justina—decked in borrowed raiment, which mrs. dempson had good-naturedly supplied for the occasion. 'there is no knowing what may come of to-day's outing,' the leading lady had remarked significantly. 'mr. penwyn is young and foolish, and seems actually taken with justina—and it would be such a blessing if she could marry well, poor child, seeing that she has not a spark of talent for the profession.'

justina wore a clean muslin dress, which hardly reached her ankles, a black silk jacket, and a blue102 crape bonnet, not too fresh, but quite respectable—a bonnet which had been pinned up in paper and carefully kept since last summer.

'i shall trim it up with a feather or two and wear it for light comedy by and by,' said mrs. dempson, as she pulled the bonnet into shape upon justina's head.

the girl looked so happy that she was almost beautiful. there was a soft bloom upon her cheek, a tender depth in the dark blue eyes, a joyous, smiling look that charmed james penwyn, who liked people to be happy and enjoy themselves when he was in a humour for festivity.

'how good of you to be ready!' cried james, taking her out to the carriage, 'and how bright, and fresh, and gay you look!' justina blushed, conscious of her borrowed bonnet. 'i've got a nice old rattletrap to take us to the racecourse.'

'oh, beautiful!' exclaimed justina, gazing at the patriarchal tub with respectful admiration.

'are the others ready?'

'father's just putting on his coat, and the dempsons are coming downstairs.'

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the dempsons appeared as she spoke. mrs. dempson superb in black moire antique and the pinkest of pink bonnets, and a white lace shawl, which had been washed a good many times, and had rather too much darning in proportion to the pattern, but, as mrs. dempson remarked, 'always looked graceful.' it was her bridal veil as pauline deschappelles. she wore it as juliet—and as desdemona before the senate.

'now, then,' cried james, as mr. elgood appeared, still struggling with his coat. the carriage was packed without further delay. mrs. dempson and justina in the seat of honour, mr. penwyn and mr. dempson opposite them, mr. elgood on the box. he had declared his preference for that seat.

off they went, oh! so gaily, justina thought, the landlady gazing at them from her shop door, and quite a cluster of small children cheering their departure. 'as if it had been a wedding,' mrs. dempson said archly.

away they went through the quaint old city which wore its holiday look to-day. crowds were pouring in from the station; coffee-houses and104 eating-houses had set forth a rabelaisian abundance in their shining windows; taverns were decorated with flags and greenery; flies, driven by excited coachmen with ribbons on their whips, shot up and down the streets. all was life and brightness; and justina, who had rarely ridden in a carriage, felt that just in this one brief hour she could understand how duchesses and such people must feel.