Then observing that his companion was fast asleep, he added in an earnest whisper, 'Codlin's the friend, remember--not Short.'

'Making some nosegays,' the child replied; 'I am going to try and sell some, these three days of the races. Will you have one--as a present I mean?'

Mr Codlin would have risen to receive it, but the child hurried towards him and placed it in his hand. He stuck it in his buttonhole with an air of ineffable complacency for a misanthrope, and leering exultingly at the unconscious Short, muttered, as he laid himself down again, 'Tom Codlin's the friend, by G--!'

As the morning wore on, the tents assumed a gayer and more brilliant appearance, and long lines of carriages came rolling softly on the turf. Men who had lounged about all night in smock-frocks and leather leggings, came out in silken vests and hats and plumes, as jugglers or mountebanks; or in gorgeous liveries as soft-spoken servants at gambling booths; or in sturdy yeoman dress as decoys at unlawful games. Black-eyed gipsy girls, hooded in showy handkerchiefs, sallied forth to tell fortunes, and pale slender women with consumptive faces lingered upon the footsteps of ventriloquists and conjurors, and counted the sixpences with anxious eyes long before they were gained. As many of the children as could be kept within bounds, were stowed away, with all the other signs of dirt and poverty, among the donkeys, carts, and horses; and as many as could not be thus disposed of ran in and out in all intricate spots, crept between people's legs and carriage wheels, and came forth unharmed from under horses' hoofs. The dancing-dogs, the stilts, the little lady and the tall man, and all the other attractions, with organs out of number and bands innumerable, emerged from the holes and corners in which they had passed the night, and flourished boldly in the sun.

Along the uncleared course, Short led his party, sounding the brazen trumpet and revelling in the voice of Punch; and at his heels went Thomas Codlin, bearing the show as usual, and keeping his eye on Nelly and her grandfather, as they rather lingered in the rear. The child bore upon her arm the little basket with her flowers, and sometimes stopped, with timid and modest looks, to offer them at some gay carriage; but alas! there were many bolder beggars there, gipsies who promised husbands, and other adepts in their trade, and although some ladies smiled gently as they shook their heads, and others cried to the gentlemen beside them 'See, what a pretty face!' they let the pretty face pass on, and never thought that it looked tired or hungry.

There was but one lady who seemed to understand the child, and she was one who sat alone in a handsome carriage, while two young men in dashing clothes, who had just dismounted from it, talked and laughed loudly at a little distance, appearing to forget her, quite. There were many ladies all around, but they turned their backs, or looked another way, or at the two young men (not unfavourably at them), and left her to herself. She motioned away a gipsy-woman urgent to tell her fortune, saying that it was told already and had been for some years, but called the child towards her, and taking her flowers put money into her trembling hand, and bade her go home and keep at home for God's sake.

Many a time they went up and down those long, long lines, seeing everything but the horses and the race; when the bell rang to clear the course, going back to rest among the carts and donkeys, and not coming out again until the heat was over. Many a time, too, was Punch displayed in the full zenith of his humour, but all this while the eye of Thomas Codlin was upon them, and to escape without notice was impracticable.

At length, late in the day, Mr Codlin pitched the show in a convenient spot, and the spectators were soon in the very triumph of the scene. The child, sitting down with the old man close behind it, had been thinking how strange it was that horses who were such fine honest creatures should seem to make vagabonds of all the men they drew about them, when a loud laugh at some extemporaneous witticism of Mr Short's, having allusion to the circumstances of the day, roused her from her meditation and caused her to look around.