under the Austrian tyranny, pressed themselves upon his attention, and many of the finest palaces untenanted, and falling to decay, and her first citizens bowing low to the lords who trod upon them, told too plainly that the once proud city of the waves was now nothing in the scale of nations. But still he found her lovely, even in her ruin, and though many might fly from her in disgust, though

"In Venice Tasso's echoes are no more,
And silent rows the songless gondolier,"

Charles thought, that if lord Byron could see enough of beauty left to give her a place in his never-dying song, she was not yet so destitute.

The general routine of a traveller in Venice is to set out, (holding his nose, for the streets have not always the most sayoury smell,) and proceed to see the palace and church of St. Mark, the celebrated tower, the three flagstaffs, the restored horses, and the old Rialto; and

then,

then, having been shewn a few other lions, without wings as well as with, to get into his boat with all alacrity, and returning whence he came, say he has seen Venice.

Charles saw all these, and somewhat more, and having a few letters of introduction, as usual on such occasions, he endeavoured to see something of the society also. He found it had many charms: the beauty of the language, with which he was tolerably conversant, the liveliness of the people, notwithstanding their depressed state, and the general loveliness of the women, gave him many feelings of interest towards them, and he would often indulge in rapturous exclamations on the bright eyes and fair forms he saw; on which occasions Mr. Wilmot generally took care to put him in mind of the baroness, with some remark upon her beauty, or the general inconstancy of man.

This conduct appeared strange, and amused Charles not a little, for he had not E 3 felt

felt deeply enough to be irritable on the subject.—“Well, Wilmot," said he, laughing, on the day before they left Venice,

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you have taken most especial pains to make me fancy that I was deeply in love with the baroness; may I ask what is your reason for doing so?".

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Simply," replied Wilmot, with the same coolness with which he had before been speaking, "because if I could persuade you of that, you would most likely give me no more trouble of the same kind in future during our whole tour."

Charles could not help being amused.— "Well, I will promise you then,” said he, "to put you at your ease, not to fall in love again, any more than I am at present."

"Are you in love at present then ?" exclaimed his companion; "for Heaven's sake then, Charles, order the boat to carry us out of this place! and for the future, we will never stay above three days in any town in Italy. I really did not think could have managed it so soon.”

you

"I did not say I was in love with any one here," answered Charles, laughing.

"Oh! then it is all very well," said Mr. Wilmot; "we may stay out the night; though, to tell you the truth, Charles, from what I see of you, I would rather travel with a tinder-box or a barrel of gunpowder."

They had now remained nine days at Venice, and taking boat the following morning, they proceeded up the Brenta, through a complete garden, filled with villas and palaces; but on inquiry, they found that most of them were empty and deserted, and many of them to be let for a mere trifle; and the impression left by the sight of so much beauty neglected, was more melancholy than pleasing.

It was almost night when they arrived at Padua, and though their accommodation at the inn was not of the best description, Charles was now pretty well accustomed to the difference between English comfort and foreign pleasure. Padua also

was classical ground to him, as a vehement admirer of Shakespeare, and he took the opportunity of the night of their arrival - to conjure up Portia and her maid, and entertained himself with ideas that no other place could have so well brought forth." Well, Wilmot," said he, as they ran through it all, and all its accompanying thoughts, and let their fancy range through a thousand different divarications, for Wilmot too was a dreamer"well, let people say what they like, almost all the enjoyment of man's life is made of fancies; the realities are generally cares. Those who will, may reason themselves into sorrow-let me promote the more pleasing dreams of imagination.” They are golden dreams indeed," answered Wilmot; "but remember, Charles, that we must sometimes wake, and find them false; and then how bitter is the disappointment!" He seemed to speak feelingly, and Charles did not follow the subject.

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