MRS. WILLOUGHBY was, at the age of thirty, left a widow, with a son and a daughter, of whom she was extremely fond, and to whose education she entirely devoted herself. George Willoughby, herson, had been placed at Eton by his father, but attended by a private tutor, a man of sense and learning, who was distantly related to their family. When he was about thirteen, a fever, from which he narrowly escaped, so injured his constitution, that his mother was directed by his physicians to take him to the South of Europe. Thither she and

her daughter, with Mr. Everard, accompanied him. A few months completely restored his health; and they then went all together to Geneva; where, after a short residence, she left her son to pursue his studies under the care of Mr. Everard; and with her daughter Matilda, then near eight years old, she fixed herself for some time at Hieres, on the coast of Provence; a town with whose beauty she had been much struck four or five years before, when, to divert her concern for the loss of her husband, she had made a tour of some months through France and Italy.
Matilda was placed in a convent, for the purposes of instruction; and there she became the playfellow of a little girl almost three years younger, who was known among the Nuns by the name of la petite Celestine. The fondness which soon subsisted between her and Matilda introduced her of course to Mrs. Willoughby, who was at first sight charmed with her beauty, and after a few interviews, so delighted with her infantine caresses,

that she became as anxious to see her every day as she was to see her own child. Her countenance, with that blooming delicacy which the French distinguish by calling it "le vrai teint Anglois," had all that animation which is more usually found among the natives of the south of Europe; yet this spirited expression often melted into softness so insinuating, that it was difficult to say whether pensive tenderness or sparkling vivacity was the most predominant; or whether it was the loveliness of her little form and face, or the enchantment of her manners, which made her so very attractive, that the very servants who saw her with Matilda became so fond of her, as never to carry her back to the convent, after a visit to their lady, but with reluctance and regret.
The Nuns, however, with whom she lived, seemed, either from seeing her constantly, or for want of taste, to be quite insensible of perfections which won