"Lovely," he assented. "Have you often been here before?"

"I?—oh, no. I have never been here before."

He was silent a moment, while he looked intently at what he could see of her. She had no air of rustic inexperience of the world to-day. "You are beginning to understand crowds," he said.

"Yes—I am, a little." Then, glancing up at him, she said, "How does this crowd affect you? Do you find it all interesting?"

He met her eyes gravely, and then lifted his own towards the hill above the grand stand, which was now literally black with human beings, like a swarming ant-hill.

"I think it might be more interesting up yonder," he said; and then added, after a pause—"if we could be there."

Eleanor was walking just in front of them, chatting airily with her admirer, Mr. Westmoreland, who certainly was making no secret of his admiration; and she turned round when she heard this. "Ah, Mr. Yelverton," she said, lightly, "you are very disappointing. You don't care for our great Flemington show. You are not a connoisseur in ladies' dresses, I suppose."

"I know when a lady's dress is becoming, Miss Eleanor," he promptly responded, with a smile and bow. At which she blushed and laughed, and turned her back again. For the moment he was a man like other men who enjoy social success and favour—ready to be all things to all women; but it was only for the moment. Elizabeth noted, with a swelling sense of pride and pleasure, that he was not like that to her.

"I am out of my element in an affair of this kind," he said, in the undertone that was meant for her ear alone.

"What is your element?"