The Honorable Miss Annelise Kempton did not suffer fools gladly. Unfortunately it was her lot in life to suffer them far too often, and to maintain a relatively polite mien in the face of idiocy. It came from being penniless, almost thirty years old, unmarried, not a beauty and far too bright for a woman.

She'd accepted that lot long ago, with her usual lack of self-pity. Her profligate father hadn't been able to arrange any chance of marriage, but her godmother, Lady Prentice, had managed to provide her with a season when she was seventeen. Which, as her astringent older sister, Eugenia, had pointed out, was a total waste of money, since Annelise was hardly the type to attract many suitors. Eugenia herself had refused the offer of a season, knowing her own limitations, and married a vicar in Devon, where she happily ran her household, her husband, the church and the village.

But no offers had appeared for Annelise, who was taller than most of the indolent young men of society and unfortunately blunt, and her godmother chose to sponsor her younger sister, Diana, the next time around. Diana at last had succeeded, marrying a plump, pompous widower with three children and then promptly presenting him with four more.

And Annelise stayed at home, watching her father lose everything, including, eventually, his life in a drunken riding accident.

Lady Prentice stepped in once more, but there hadn't been much she could do. Diana would have welcomed her into her home, but Diana's husband was a toad, the children were spoiled, and she would do nothing more than take care of the litter as it yearly increased.

Eugenia would have taken her — she was a woman who knew her duty, but two strong-minded women could hardly share the same household, and besides, Joseph's vicarage was barely large enough for their two children and three servants. There was no room for a spinster aunt.

And the Honorable Miss Kempton could hardly work for a living in any of the posts suitable to one of a slightly lesser station. She might have been a companion or a governess, but her bloodlines went back to the Magna Carta, and no Kempton could accept money for services rendered.

They could, however, accept hospitality. And in the five years since her father's death, Annelise had lived with the Duke and Duchess of Warwick, proving a good friend to the dying duchess and keeping news of her husband's infidelities away from her fading eyes. Once the duchess passed away there was no place for her, and she moved to the Merediths in Yorkshire, where she spent her time entertaining a half-senile old lady, speaking French with the passably well-behaved grandchildren and growing older.

But the old lady died, as old ladies tend to do, and the children grew and had no interest in French since their countries were, as usual, at war, and once more Annelise moved on, this time to the London home of one Mr. Josiah Chipple and his exquisitely beautiful daughter, Hetty. Lady Prentice, the architect behind these living arrangements, had manufactured a lifelong friendship between Annelise's mother and Hetty Chip-ple's grandmother, ignoring the fact that one of Hetty Chipple's grandmothers was a barmaid and the other a farm girl. Not that it mattered. No one was going to bother to check the gentle fiction, and Hetty Chipple was about to make her debut in a society that would fall upon her like a pack of wolves. She was young, she was beautiful and what she lacked in breeding and background she more than made up for in fortune. There were dozens of young men willing to overlook the smell of the shop for the needed influx of money, and that sort of thing bred itself out in a generation or two, while the sort of money Miss Chipple had could last much, much longer if carefully tended.

The first sight of the town house was not reassuring to the Honorable Miss Annelise Kempton. Chipple House had been carved into the marble plaque beside the commanding front door, and the front hallway was so littered with marble statues that one had to move very carefully to avoid knocking into one. The effect, clearly meant to be tasteful and pleasing, was instead over-blown and chaotic.

She was shown into a drawing room decorated in just the wrong shade of blue, and the furniture was all very new, very shiny and very uncomfortable. She sat on the cerulean sofa, her back ramrod straight, her long, gloved hands folded in her lap, and considered taking off her glasses so as to dull the effect of the rococo trim on the walls. She glanced upward, as if seeking heavenly guidance, only to find a painted ceiling that was a far cry from the Italian masters who had perfected the art. She lowered her eyes to her lap again, looked at the gray kid gloves that lay against her gray wool skirt and sighed.

She hadn't a vain bone in her body, but surely a new dress now and then shouldn't be too much to ask. Except, of course, that her visitations were that of a guest, not an employee, and one could not accept anything so personal as a gift. Lady Prentice had paid for her wardrobe when her father died, mourning and demi-mourning, all of the best cloth that lasted forever and would never wear out, soAnnelise went through her drab life in drab colors, and probably would until she died.

She'd considered eating huge amounts of food so that the clothes would no longer fit her, but unfortunately her constitution was such that she could never put any extra weight on her spare body. When she did, it went straight to her already full breasts, and that was not a part of her anatomy that she cared to have straining at the dull gray cloth.

She reached up and moved her spectacles up a bit. She needed them more for reading than anything else, but felt they gave her a distinguished air that went well with her narrow, plain face and severe hair. She looked like what she was: a well-bred virgin of no attraction and therefore worthy of no untoward attention.

She dropped her glasses back down on her straight nose and sighed again. A lesser woman would have relaxed her backbone, at least while no one was there, but the Honorable Miss Annelise Kempton was no such laggard. She sat, and she waited, until she heard the sound of voices and laughter from the hall beyond the closed doors.

It was late morning — prime visiting time, but she had been told — no, requested — to arrive then, and so she had. Her clothes had already been taken to a guest bedroom, and all that was needed was to meet her host and his young daughter so she could decide just how much work lay ahead of her.

It was always difficult for people to assess her position in their households. Sometimes she was put in one of the better guest rooms, other times she was put in a place little better than a maid's room. Having had a good look at the decor in Chipple House, she was rather hoping for the latter this time around. Mr. Chipple's propensity for bright colors would be hard to live with, and few people bothered to do more than was absolutely necessary with the rooms the servants inhabited. As long as she had her own room she would be content. She had an aversion to sharing a bed with a stranger, particularly since most people she knew didn't share her affection for frequent bathing. It was the one thing she insisted on, and she usually got her way.

She heard the sounds of a man's voice — low, beguiling and too quiet for her to make out the words, but the timbre of it was doubtless irresistible. Not her host. It could only be her young charge who shrieked with un-seemly laughter, and there was no missing the booming jocularity of another man, one who must be her host. Josiah Chipple was a self- made man, and his origins showed in his speech. She wondered if she'd be required to work on that, as well.

She was up to any task they asked of her, but that didn't mean she had to like it. She would smile, nod and behave herself unless pushed too far, and then Miss Chipple would marry gloriously and the Honorable Miss Annelise Kempton would move on to her next station on the road of life.

She was getting disgustingly maudlin, Annelise thought to herself, dismissing the morbid thought. She was in London, the most fascinating city in the world; she would doubtless be warm, comfortable and well fed. There would be books aplenty in this house to keep her occupied when she wasn't making certain Miss Hetty was behaving herself. And this way she was dependent on no one's charity, always a boon.

She could hear the heavy thud of the front door, the sounds of footsteps as they moved back toward the reception room she sat in, and she waited, half expecting to hear the crash of one of those huge statues. Instead she heard voices. Miss Hetty Chipple was not happy to have her here.

"Why do I have to do this, Father?" she asked in a plaintive tone. Even muffled through the thick doors it was not an unattractive voice, despite the faint whine. She had the proper, classless diction of a well-brought-up young lady — at least Annelise wouldn't be charged with a sow's ear.

The rumbling voice of her father was far less genteel. "Because I say you do, pet," he said. "You'll be moving into a new life, far grander than any one you've ever known, and there are all sorts of tricks and rules an old sea dog like me would never know. I want the best for you, Hetty, and I intend to pay for it. Besides, the Honorable Miss Kempton is doing this out of the kindness of her heart."

"Ha!" said Miss Hetty.

"Ha!" thought Miss Kempton, grimacing. And then rose gracefully as the door opened and she caught her first glimpse of the young lady.

To call Hetty Chipple a pretty young lady would be an understatement of the grossest order. She was breathtaking, from the top of her golden curls to the slippers on her tiny feet. Her waist was tiny, her breasts were pleasing, her eyes a bright, cerulean blue (obviously her doting father had been trying to match their hue when he'd had this room painted), her mouth a Cupid's bow. She moved into the room with a consummate grace that made the usually elegant Annelise feel awkward, and when she smiled politely she exposed perfect white teeth.

Josiah Chipple was just as she'd imagined him, a plain, no- nonsense sort of man in a plain coat of brown superfine. He had big, hamlike hands, a nose that had been broken at least once, beetling brows and a stubborn jaw. "My dear Miss Kempton!" he said with his thick, Lancashire accent. "You do honor to our poor household. We are both so sorry we kept you waiting, when you've been so kind as to accept our invitation. We had an unexpected visitor —"

"My future husband," Hetty interrupted.

Her father cast her a reproving look. "Now, now, Hetty, we're not rushing into anything. You can have your pick of almost anyone on the marriage mart — no sense jumping at the first stallion who wanders into the pasture."

"He's not the first — but he's the prettiest," Hetty said defiantly.

"We'll see. The season has just begun. Why don't you show Miss Kempton to her rooms? She must be exhausted from her travels."