MR. BOUNDERBY being a bachelor, an elderly lady presided over his establishment, in consideration of a certain annual stipend. Mrs. Sparsit was this lady's name; and she was a prominent figure in attendance on Mr. Bounderby's car, as it rolled along in triumph with the Bully of humility inside.

For, Mrs. Sparsit had not only seen different days, but was highly connected. She had a great aunt living in these very times called Lady Scadgers. Mr. Sparsit, deceased, of whom she was the relict, had been by the mother's side what Mrs. Sparsit still called 'a Powler.' Strangers of limited information and dull apprehension were sometimes observed not to know what a Powler was, and even to appear uncertain whether it might be a business, or a political party, or a profession of faith. The better class of minds, however, did not need to be informed that the Powlers were an ancient stock, who could trace themselves so exceedingly far back that it was not surprising if they sometimes lost themselves - which they had rather frequently done, as respected horse-flesh, blind-hookey, Hebrew monetary transactions, and the Insolvent Debtors' Court.

The late Mr. Sparsit, being by the mother's side a Powler, married this lady, being by the father's side a Scadgers. Lady Scadgers (an immensely fat old woman, with an inordinate appetite for butcher's meat, and a mysterious leg which had now refused to get out of bed for fourteen years) contrived the marriage, at a period when Sparsit was just of age, and chiefly noticeable for a slender body, weakly supported on two long slim props, and surmounted by no head worth mentioning. He inherited a fair fortune from his uncle, but owed it all before he came into it, and spent it twice over immediately afterwards. Thus, when he died, at twenty-four (the scene of his decease, Calais, and the cause, brandy), he did not leave his widow, from whom he had been separated soon after the honeymoon, in affluent circumstances. That bereaved lady, fifteen years older than he, fell presently at deadly feud with her only relative, Lady Scadgers; and, partly to spite her ladyship, and partly to maintain herself, went out at a salary. And here she was now, in her elderly days, with the Coriolanian style of nose and the dense black eyebrows which had captivated Sparsit, making Mr. Bounderby's tea as he took his breakfast.

If Bounderby had been a Conqueror, and Mrs. Sparsit a captive Princess whom he took about as a feature in his state-processions, he could not have made a greater flourish with her than he habitually did. Just as it belonged to his boastfulness to depreciate his own extraction, so it belonged to it to exalt Mrs. Sparsit's. In the measure that he would not allow his own youth to have been attended by a single favourable circumstance, he brightened Mrs. Sparsit's juvenile career with every possible advantage, and showered waggon-loads of early roses all over that lady's path. 'And yet, sir,' he would say, 'how does it turn out after all? Why here she is at a hundred a year (I give her a hundred, which she is pleased to term handsome), keeping the house of Josiah Bounderby of Coketown!'

Nay, he made this foil of his so very widely known, that third parties took it up, and handled it on some occasions with considerable briskness. It was one of the most exasperating attributes of Bounderby, that he not only sang his own praises but stimulated other men to sing them. There was a moral infection of clap-trap in him. Strangers, modest enough elsewhere, started up at dinners in Coketown, and boasted, in quite a rampant way, of Bounderby. They made him out to be the Royal arms, the Union-Jack, Magna Charta, John Bull, Habeas Corpus, the Bill of Rights, An Englishman's house is his castle, Church and State, and God save the Queen, all put together. And as often (and it was very often) as an orator of this kind brought into his peroration,

- it was, for certain, more or less understood among the company that he had heard of Mrs. Sparsit.

'Mr. Bounderby,' said Mrs. Sparsit, 'you are unusually slow, sir, with your breakfast this morning.'

'Why, ma'am,' he returned, 'I am thinking about Tom Gradgrind's whim;' Tom Gradgrind, for a bluff independent manner of speaking - as if somebody were always endeavouring to bribe him with immense sums to say Thomas, and he wouldn't; 'Tom Gradgrind's whim, ma'am, of bringing up the tumbling-girl.'

'The girl is now waiting to know,' said Mrs. Sparsit, 'whether she is to go straight to the school, or up to the Lodge.'

'She must wait, ma'am,' answered Bounderby, 'till I know myself. We shall have Tom Gradgrind down here presently, I suppose. If he should wish her to remain here a day or two longer, of course she can, ma'am.'

'Of course she can if you wish it, Mr. Bounderby.'

'I told him I would give her a shake-down here, last night, in order that he might sleep on it before he decided to let her have any association with Louisa.'

'Indeed, Mr. Bounderby? Very thoughtful of you!' Mrs. Sparsit's Coriolanian nose underwent a slight expansion of the nostrils, and her black eyebrows contracted as she took a sip of tea.

'It's tolerably clear to me,' said Bounderby, 'that the little puss can get small good out of such companionship.'

'Are you speaking of young Miss Gradgrind, Mr. Bounderby?'

'Yes, ma'am, I'm speaking of Louisa.'

'Your observation being limited to "little puss,"' said Mrs. Sparsit, 'and there being two little girls in question, I did not know which might be indicated by that expression.'

'Louisa,' repeated Mr. Bounderby. 'Louisa, Louisa.'

'You are quite another father to Louisa, sir.' Mrs. Sparsit took a little more tea; and, as she bent her again contracted eyebrows over her steaming cup, rather looked as if her classical countenance were invoking the infernal gods.

'If you had said I was another father to Tom - young Tom, I mean, not my friend Tom Gradgrind - you might have been nearer the mark. I am going to take young Tom into my office. Going to have him under my wing, ma'am.'

'Indeed? Rather young for that, is he not, sir?' Mrs. Spirit's 'sir,' in addressing Mr. Bounderby, was a word of ceremony, rather exacting consideration for herself in the use, than honouring him.

'I'm not going to take him at once; he is to finish his educational cramming before then,' said Bounderby. 'By the Lord Harry, he'll have enough of it, first and last! He'd open his eyes, that boy would, if he knew how empty of learning my young maw was, at his time of life.' Which, by the by, he probably did know, for he had heard of it often enough. 'But it's extraordinary the difficulty I have on scores of such subjects, in speaking to any one on equal terms. Here, for example, I have been speaking to you this morning about tumblers. Why, what do you know about tumblers? At the time when, to have been a tumbler in the mud of the streets, would have been a godsend to me, a prize in the lottery to me, you were at the Italian Opera. You were coming out of the Italian Opera, ma'am, in white satin and jewels, a blaze of splendour, when I hadn't a penny to buy a link to light you.'

'I certainly, sir,' returned Mrs. Sparsit, with a dignity serenely mournful, 'was familiar with the Italian Opera at a very early age.'

'Egad, ma'am, so was I,' said Bounderby, ' - with the wrong side of it. A hard bed the pavement of its Arcade used to make, I assure you. People like you, ma'am, accustomed from infancy to lie on Down feathers, have no idea how hard a paving-stone is, without trying it. No, no, it's of no use my talking to you about tumblers. I should speak of foreign dancers, and the West End of London, and May Fair, and lords and ladies and honourables.'

'I trust, sir,' rejoined Mrs. Sparsit, with decent resignation, 'it is not necessary that you should do anything of that kind. I hope I have learnt how to accommodate myself to the changes of life. If I have acquired an interest in hearing of your instructive experiences, and can scarcely hear enough of them, I claim no merit for that, since I believe it is a general sentiment.'

'Well, ma'am,' said her patron, 'perhaps some people may be pleased to say that they do like to hear, in his own unpolished way, what Josiah Bounderby, of Coketown, has gone through. But you must confess that you were born in the lap of luxury, yourself. Come, ma'am, you know you were born in the lap of luxury.'

'I do not, sir,' returned Mrs. Sparsit with a shake of her head, 'deny it.'

Mr. Bounderby was obliged to get up from table, and stand with his back to the fire, looking at her; she was such an enhancement of his position.

'And you were in crack society. Devilish high society,' he said, warming his legs.

'It is true, sir,' returned Mrs. Sparsit, with an affectation of humility the very opposite of his, and therefore in no danger of jostling it.

'You were in the tiptop fashion, and all the rest of it,' said Mr. Bounderby.

'Yes, sir,' returned Mrs. Sparsit, with a kind of social widowhood upon her. 'It is unquestionably true.'

Mr. Bounderby, bending himself at the knees, literally embraced his legs in his great satisfaction and laughed aloud. Mr. and Miss Gradgrind being then announced, he received the former with a shake of the hand, and the latter with a kiss.

'Can Jupe be sent here, Bounderby?' asked Mr. Gradgrind.

Certainly. So Jupe was sent there. On coming in, she curtseyed to Mr. Bounderby, and to his friend Tom Gradgrind, and also to Louisa; but in her confusion unluckily omitted Mrs. Sparsit. Observing this, the blustrous Bounderby had the following remarks to make:

'Now, I tell you what, my girl. The name of that lady by the teapot, is Mrs. Sparsit. That lady acts as mistress of this house, and she is a highly connected lady. Consequently, if ever you come again into any room in this house, you will make a short stay in it if you don't behave towards that lady in your most respectful manner. Now, I don't care a button what you do to me, because I don't affect to be anybody. So far from having high connections I have no connections at all, and I come of the scum of the earth. But towards that lady, I do care what you do; and you shall do what is deferential and respectful, or you shall not come here.'

'I hope, Bounderby,' said Mr. Gradgrind, in a conciliatory voice, 'that this was merely an oversight.'

'My friend Tom Gradgrind suggests, Mrs. Sparsit,' said Bounderby, 'that this was merely an oversight. Very likely. However, as you are aware, ma'am, I don't allow of even oversights towards you.'

'You are very good indeed, sir,' returned Mrs. Sparsit, shaking her head with her State humility. 'It is not worth speaking of.'

Sissy, who all this time had been faintly excusing herself with tears in her eyes, was now waved over by the master of the house to Mr. Gradgrind. She stood looking intently at him, and Louisa stood coldly by, with her eyes upon the ground, while he proceeded thus:

'Jupe, I have made up my mind to take you into my house; and, when you are not in attendance at the school, to employ you about Mrs. Gradgrind, who is rather an invalid. I have explained to Miss Louisa - this is Miss Louisa - the miserable but natural end of your late career; and you are to expressly understand that the whole of that subject is past, and is not to be referred to any more. From this time you begin your history. You are, at present, ignorant, I know.'

'Yes, sir, very,' she answered, curtseying.

'I shall have the satisfaction of causing you to be strictly educated; and you will be a living proof to all who come into communication with you, of the advantages of the training you will receive. You will be reclaimed and formed. You have been in the habit now of reading to your father, and those people I found you among, I dare say?' said Mr. Gradgrind, beckoning her nearer to him before he said so, and dropping his voice.

'Only to father and Merrylegs, sir. At least I mean to father, when Merrylegs was always there.'

'Never mind Merrylegs, Jupe,' said Mr. Gradgrind, with a passing frown. 'I don't ask about him. I understand you to have been in the habit of reading to your father?'

'O, yes, sir, thousands of times. They were the happiest - O, of all the happy times we had together, sir!'

It was only now when her sorrow broke out, that Louisa looked at her.

'And what,' asked Mr. Gradgrind, in a still lower voice, 'did you read to your father, Jupe?'

'About the Fairies, sir, and the Dwarf, and the Hunchback, and the Genies,' she sobbed out; 'and about - '

'Hush!' said Mr. Gradgrind, 'that is enough. Never breathe a word of such destructive nonsense any more. Bounderby, this is a case for rigid training, and I shall observe it with interest.'

'Well,' returned Mr. Bounderby, 'I have given you my opinion already, and I shouldn't do as you do. But, very well, very well. Since you are bent upon it, very well!'

So, Mr. Gradgrind and his daughter took Cecilia Jupe off with them to Stone Lodge, and on the way Louisa never spoke one word, good or bad. And Mr. Bounderby went about his daily pursuits. And Mrs. Sparsit got behind her eyebrows and meditated in the gloom of that retreat, all the evening.

'Princes and lords may flourish or may fade,
A breath can make them, as a breath has made,'