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being introduced to you, my admiration was very visible, but it was that admiration which a beautiful person naturally inspires, I knew not then it was your least perfection. Your story, which the Marquis related, convinced me you had every virtue which should adorn your sex, joined with a courage and perseverance, through difficulties which might do honor even to ours. Since I have been admitted a visitor in this house, I have been confirmed in the exalted opinion I entertained of your superiority to most women, and under this conviction I may justly fear you will condemn my presumption, in offering myself and fortune to your disposal.’ ‘How, my Lord,’ cried Matilda, recovering from her confusion, and interrupting him, ‘do you consider who and what I am? ‘Yes, madam,’ replied he, ‘I have already told you, I think you one of the most perfect of your sex, and as to any other consideration ‘tis beneath my notice: if you will deign to accept of me, it shall be the study of my life to make you amends for the injustice of fortune, who blindly bestows her favors on the unworthy.’ ‘You will pardon me, my Lord,’ said she, ‘for interrupting you a second time, but I cannot suffer you to proceed in error; I entreat you, therefore to hear me with patience, and believe that the sentiments I express are the genuine feelings of my heart, from which no persuasions, no temptations shall ever make me depart. I acknowledge, with a grateful mind, the honor you offer me is far beyond any expectations I can ever form in life, and such as affords me both pride and pleasure, that I am not deemed unworthy your esteem. At the same time, although you can generously resolve to forego the respect you owe to yourself and family, my duty to myself obliges me to remember it: without family and connexions, without even a name -perhaps the offspring of poor, or still worse, of infamous parents, brought up and supported by charity; shall I intrude myself into a noble family, contaminate its lustre, reflect indelible disgrace on the author of my undeserved elevation, and live despised and reproached, as the artful creature who had taken advantage of your generosity and compassion? No, my Lord, permit me to say on such terms I never would condescend to be the wife of a prince. I shrink at my own littleness; I am in a state of obligation for my support, but I never will incur my own contempt, by deserving it from others. My mind is indeed, I hope, superior to my situation: I will preserve a rectitude of principles under every evil that may befall me; those principles impel me to avow, with the greatest solemnity in the face of heaven, that under the disgraceful circumstances in which my fate seems enveloped, I never will be yours.’ ‘Hold, hold, madam,’ cried the Count, endeavouring to interrupt her, ‘great God! what have you vowed!’ ‘What duty to myself and you required of me,’ said she; ‘and now, my Lord, let this subject never be renewed. If it can afford you any consolation,’ added she, softened by the disorder and distress of his appearance, ‘be assured, my Lord, that as I never can be yours, I never will be another’s; and if my happiness is as dear to you as yours will ever be to me, you will from this moment cease to think of me but as an unfortunate girl, deprived of all power to return obligations, and therefore with too much pride and spirit to receive them, but from this worthy family, where I conceive it no disgrace to hold myself dependent.’

As she ended these words she rose. ‘Stop one moment, madam,’ exclaimed the Count; ‘unless you would drive me to madness, afford me one gleam of hope, distant as it may be: your cruel vow precludes me from bliss, yet tell me, too lovely Matilda, that you do not hate me, that if -‘

‘Ah ! Sir,’ said she, involuntarily, ‘hate you ! Heaven is my witness, that did my birth and rank equal yours, it would be my glory, to accept your hand; but as there exists not a possibility of that, I beseech you to spare me and yourself unnecessary pain; from this instant determine to avoid me, and I will esteem you as the most exalted of men.’

Without giving him time to reply, she darted like lightning towards the house, leaving him overwhelmed with admiration, grief, and despair.

‘What are the advantages of birth and rank,’ cried he, ‘which this sweet girl does not possess? A dignity of sentiment, a rectitude of heart; -how greatly superior to that wretch Fontelle, whose malicious stories have so much injured her reputation, and whose birth and fortune only render her the more despicable; as mine must be to me of no value, when considered as bars to happiness and Matilda.’

He walked slowly to the house and met the Marquis. ‘Dear Count,’ said he, ‘what have you done or said to my amiable prot��g��e; I met her running up stairs, out of breath, and tears trembling in her eyes?’ The Count, without the least reserve, repeated the preceding conversation. ‘And did you really make such an offer,’ cried he, ‘and did she refuse it?’ ‘ ‘Tis very true,’ replied the Count. ‘Why then,’ said the Marquis, ‘you are two of the noblest creatures under heaven; that you, my worthy friend, should step beyond the prejudices of your country -that you should resolve to brave the censure, the malevolent whispers and contemptuous neglect of your equals, and support the insolent derision of your inferiors, in favour of a young woman under such peculiarly distressing circumstances, excites my wonder and admiration but I scarce know any words that can do justice to my sentiments, when I reflect that this very young woman, without friends or fortune, from a sense of rectitude, and a loftiness of sentiment which would do honor to the highest rank, could peremptorily refuse a situation and prospects so brilliant -do violence to her own heart, and prefer a dependence her soul is much superior to, rather than incur self-reproach for your degradation. Indeed, my Lord, I know not any language sufficiently expressive of my feelings: you must admire her more than ever.’ ‘Doubt not,’ answered the Count, in a melancholy tone, ‘of my more than admiration -my adoration; but, alas ! she is inflexible -she has sworn never to be mine -she has charged me to see her, to think of her, no more.’ ‘Do her justice my Lord and obey her; prove your esteem for such an extraordinary exertion of virtue and prudence, imitate an example so deserving praise, and be assured the trial, however severe at present, will afford you satisfaction hereafter, in subduing love, though your highest esteem she has a right to challenge.’ ‘Say no more, Marquis,’ cried the Count; ‘I must cease to think of her before I can cease to love, for this day has riveted my chains more firmly than ever. I will not however be an inmate of your house; though I cannot relinquish the charms of her society altogether, yet I promise you I will indulge in no more dangerous t��te-�� t��tes but I must see her sometimes.’ ‘Ah! Count,’ said the Marquis shaking his head. ‘Trust my honour and discretion,’ replied he, to his significant looks; ‘you may, for that angelic girl will never put them to the proof.’

They proceeded to the house, and the carriages drawing up, the party was collected together. Matilda contrived to accompany the Marquis, his Lady, and Mrs Courtney. The two latter kept up a sprightly conversation with the Marquis, and but once or twice broke in upon her reveries; yet she appeared easy and cheerful; in truth, the delight of being dear to the amiable Count, and a consciousness of having performed her duty, gave that peace and serenity to her mind which never fails of communicating itself to the countenance.

On their arrival in Harley-street the party separated, and the Count was compelled to accept an invitation from Lord Delby, to reside with him. ‘The Marquis,’ said his Lordship, ‘has his family party, but I am alone, and therefore you will do me particular honor and pleasure in complying with my wishes.’

As the Count could not reside with the Marquis, this was certainly the next best situation, for his Lordship was himself too fond of the ‘family party’ to be long absent from them; he therefore gladly accompanied him to Cavendish-square.

They had been now near a fortnight in town, enjoying its variety of amusements, and preparing for their journey to Scarborough, which was now to take place in four days. The birth-day being arrived, the Marquis, his Lady, and the Count proposed paying their compliments at court, with Lord Delby: the Count had been previously presented. The Countess (still known even by the Count only as Madame Le Roche) Mrs Courtney, and Matilda, contented themselves with attending the ball, at night, in the Lord Chamberlain’s box. They were accordingly accommodated with an excellent situation, and were extremely charmed with the beauty and splendor of the British court.

Matilda’s eyes were so intently fixed on the Royal Family, she had scarce thought of looking round her, until some audible whispers in French reached her ear; turning her head quickly, her eyes met those of Mademoiselle De Fontelle. A stranger to the malice of that young lady, she bowed with a smile, being rather too distant to speak; the lady gave her a look of contempt, and speaking low to the person next her; before Matilda could recover from her surprise and confusion, she observed three or four persons look full at her, with scorn and disdain strongly marked in their features. Shocked beyond measure at this to her unaccountable behaviour, she turned sick and faint, was obliged to have recourse to her salts, and heard a laughing whisper on one side of her, whilst the Countess on the other was eagerly enquiring the cause of her illness. Her salts, and natural dignity of mind soon enabled her to recover. She evaded the curiosity of her friend, by complaining of the heat, and declaring herself better. She then turned her head towards Fontelle and her companions; she viewed them with a steady air of the highest contempt and indifference, ‘till even the eyes of that malicious girl fell under hers, and she was evidently confused. Matilda then returned to the amusements below her, and, though her mind was not easy, she appeared to enjoy uncommon satisfaction.

When the Royal Family had withdrawn, and they were about to quit their seats, they perceived Lord Delby and the Count making way to assist them in getting out. The latter had no eyes but for Matilda, ‘till a sudden exclamation, and his name, caught his ear in the moment he had presented his hand to her; quickly turning, he saw Mademoiselle De Fontelle and her aunt Madame Le Brune. Surprised and vexed, he darted at them a look of scorn, and with an air of the highest respect and attention, assisted Matilda into the room, joined her friends, and they were safely conveyed through the crowd to their carriage, -Lord Delby and himself following in theirs.

When they alighted in Harley-street, Matilda, who had suppressed her feelings in the ball-room, and had been likewise deeply affected by the Count’s attentions, scarcely entered the drawing room before she fainted: every one was alarmed, but the Count as distracted; his behaviour discovered the secrets of his heart to all the company, and when she recovered, she saw him on his knees, holding one of her hands, whilst his air of distraction was but too expressive of his feelings; she withdrew her hand, and he arose; she apologized to the company, and imputed her disorder to

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