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A HAPPY boy was Thomas Stokes, the blacksmith's son, of Upton Lea. Last May morning he was to go to B- fair with his eldest brother, William, and his cousin Fanny, and he never closed his eyes all night for thinking of the pleasure he should enjoy on the morrow. Thomas, for shortness, called Tom, was a lively, merry boy of nine years old, -"rising ten," as the horse-dealers say—and had never been at a fair in his life; so that his sleeplessness as well as the frequent soliloquies of triumphant “Ho! ho!” (his usual exclamation when highly pleased) and the perpetual course of broad smiles in which his delight had been vented for a week before, were nothing remarkable. His companions were as wakeful and happy as himself. Now that might be accounted for in his cousin's case, since it was also her first fair; for Fanny, a pretty, dark-eyed lass of eighteen, was a Londoner, and till she arrived that winter on a visit to her aunt, had never been out of the sound of Bow bell ; but why William, a young blacksmith of one-andtwenty, to whom fairs were almost as familiar as horseshoes, why he should lose his sleep on the occasion, is less easy to discover,-perhaps from sympathy. Through Tom's impatience, the party were early astir ; indeed, he had aroused the whole house long before daybreak, and betimes in the forenoon they set forth on their progress—Tom in a state of spirits that caused him to say, “Ho! ho !" every minute, and much endangered the new hat he was tossing in the air; William and Fanny with a more concentrated and a far quieter joy. One could not see a finer young couple: he, decked in his Sunday attire, tall, sturdy, and muscular, with a fine open countenance, and an air of rustic gallantry that became him well; she, pretty and modest, with a look of gentility about her plain dark gown and cottage bonnet, and the little straw basket that she carried in her hand, which, even more than her ignorance of tree, and bird, and leaf, and flower, proclaimed her town breeding; although that ignorance was such that Tom declared that on her first arriving at Upton Lea, she did not know an oak from an elin, or a sparrow from a blackbird. Tom himself had yet to learn poor Fanny's excuses, how much oaks and elms resemble each other in the London air, and how very closely in colour, though not in size, a city sparrow approaches to a blackbird.

Their way led through pleasant footpaths; every bank covered with cowslips and bluebells, and overhung with the budding hawthorn and the tasselled hazel; now between orchards, whose trees, one flush of blossom, rose from amidst beds of daffodils, with their dark waving spear-like leaves and golden flowers; now along fields, newly sown with barley, where the doves and wood-pigeons-pretty incocent thieves—were casting a glancing shadow on the ground as they flew from furrow to furrow, picking up the freshly-planted grain; and now between close lanes peopled with nightingales; until at last they emerged into the gay high road, where their little party fell into the flood of people pouring on to the fair, much after the manner in which a tributary brooklet is lost in the waters of some mighty stream.

A mingled stream in good sooth, it was a most motley’ procession! Country folks in all varieties, from the pink-ribanded maiden, the belle of her parish, tripping along so merrily, to the demure village matron, who walked beside her with a slow lagging pace, as if tired already; from the gay Lothario of the hamlet, with his clean smock-frock, and his hat on one side, who strutted along, ogling the lass in the pink ribands, to the “grave and reverend signor," the patriarch of the peasantry, with his straight white hair and his well preserved wedding-suit, who hobbled stoopingly on, charged with two great-grand-children-a sprightly girl of six lugging him forward, a lumpish boy of three dragging him back. Children were there of all conditions, from "mamma's darlings” in the coronet carriage, the little lords and ladies, to whom a fair was, as yet, only a "word of power," down to the brown gipsy urchins 3 strapped on their mothers' backs, to whom it was a familiar sight,--no end to the children ! no end to the grown people! no end to the vehicles ! carts crammed as full as they could be stowed; gigs with one, two, three, and four inside passengers; waggons laden with men instead of corn; droves of pigs; flocks of sheep; herds of cattle; strings of horses; with their several drovers and drivers of all kinds and countries-English, Irish, Welsh, and Scotch-all bound to the fair.

Here an Italian boy with his tray of images; there a Savoyard with her hurdy-gurdy; and lastly, struggling through the midst of the throng, that painful minister of pleasure—an itinerant* showman, with his box of puppets and his tawdry wise, pushing, and toiling, and straining every nerve for fear of being too late. No end to the people! no end to the din! The turnpike-man opened his gate and shut his ears in despairing resignation. Never was known so full a May-fair. And amongst the thousands assembled in the market-place at B-it would have been difficult to find a happier group than our young cousins. Tom, to be sure, had been conscious of a little neglect on the part of his companions. The lectures on ornithology, with which, chemin faisant, he had thought fit to favour Fanny (children do dearly love to teach grown people, and all country boys are learned in birds), had been rather thrown away on that fair damsel. William and she had walked arm-in-arm; and when he tried to join them on one side, he found himself cast off, and when on the other, let go. Poor Tom was evidently de trop in the party. However, he bore the affront like a philosopher, and soon forgot his grievances in the solid luxuries of tarts and gingerbread ; in the pleasant business of purchasing and receiving petty presents; in the chatter, the bustle, and the merriment of the fair. Amidst all his delight, however, he could not but feel a little curiosity when William, having lured him to a stall, and fixed him there in the interesting occupation of selecting a cricket-ball, persuaded Fanny to go under his escort to make some private purchases at the neighbouring shops. Tom's attention to his own important bargain was sadly distracted by watching his companions as they proceeded from the linen-draper's to the jeweller's, and from the jeweller's to the pastrycook's; looking, the whilst, the one proud and happy, the other shy and ashamed. Tom could not tell what to make of it, and chose, in his perplexity, the very worst ball that was offered to him ; but as he had seen their several parcels snugly deposited in the straw basket, he summoned courage to ask, point blank, what it contained ; at which question, Fanny blushed and William laughed; and on a repetition of the inquiry answered with an arch smile, “Fanny's fairings.” Now, as Fanny had before purchased toys and cakes, and such like trifles, for the whole family, this reply, and the air with which it was delivered, served rather to stimulate than to repress the vague suspicions that were floating in the boy's brain. A crowd, however, is no place for impertinent curiosity. Loneliness and ennui are necessary to the growth of that weed. If there had been a fair in Bluebeard's castle, his wives would have kept their heads on their shoulders; the blue chamber and the diamond key would have tempted in vain. So Tom betook himself to the enjoyment of the scene before him, applying himself the more

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