branches. With the advent of these comes the speculative builder. Rows of terraces and shops are run up, promenades are made, bathing machines and brass bands become familiar objects, and in a few years the original character of the place altogether disappears.

Sidmouth, for a long time, was passed by, by the world of holiday makers. East and west of her, great changes took place, and many far smaller villages became fashionable seaside watering places. The railway, which passed by some twelve miles away, carried its tens of thousands westward, but left few of them for Sidmouth, and anyone who visited the pretty little place, fifteen years back, would have seen it almost as it stood when our story opens a century ago.

There are few places in England with a fairer site. It lies embosomed in the hills, which rise sharply on either side of it, while behind stretches a rich, undulating country, thickly dotted with orchards and snug homesteads, with lanes bright with wildflowers and ferns, with high hedges and trees meeting overhead. The cold breezes, which render so bare of interest the walks round the great majority of our seaside towns, pass harmlessly over the valley of the Sid, where the vegetation is as bright and luxuriant as if the ocean lay leagues away, instead of breaking on the shore within a few feet of the front line of houses.

The cliffs which, on either side, rise from the water's edge, are neither white like those to the east, nor grey as are the rugged bulwarks to the west. They are of a deep red, warm and pleasant to the eye, with clumps of green showing brightly up against them on every little ledge where vegetation can get a footing; while the beach is neither pebble, nor rock, nor sand, but a smooth, level surface sloping evenly down; hard and pleasant to walk on when the sea has gone down, and the sun has dried and baked it for an hour or two; but slippery and treacherous when freshly wetted, for the red cliffs are of clay. Those who sail past in a boat would hardly believe that this is so, for the sun has baked its face, and the wind dried it, till it is cracked and seamed, and makes a brave imitation of red granite; but the clammy ooze, when the sea goes down, tells its nature only too plainly, and Sidmouth will never be a popular watering place for children, for there is no digging sand castles here, and a fall will stain light dresses and pinafores a ruddy hue, and the young labourers will look as if they had been at work in a brick field.

But a century since, the march of improvement had nowhere begun; and there were few larger, and no prettier, seaside villages on the coast than Sidmouth.

It was an afternoon in August. The sun was blazing down hotly, scarce a breath of wind was stirring, and the tiny waves broke along the shore with a low rustle like that of falling leaves. Some fishermen were at work, recaulking a boat hauled up on the shore. Others were laying out some nets to dry in the sun. Some fisher boys were lying asleep, like dogs basking in the heat; and a knot of lads, sitting under the shade of a boat, were discussing with some warmth the question of smuggling.

"What do you say to it, Jim Walsham?" one of the party said, looking up at a boy some twelve years old, who was leaning against a boat, but who had hitherto taken no part in the discussion.

"There is no doubt that it's wrong," the boy said. "Not wrong like stealing, and lying, and that sort of thing; still it's wrong, because it's against the law; and the revenue men, if they come upon a gang landing the tubs, fight with them, and if any are killed they are not blamed for it, so there is no doubt about its being wrong. Then, on the other hand, no one thinks any the worse of the men that do it, and there is scarce a one, gentle or simple, as won't buy some of the stuff if he gets a chance, so it can't be so very wrong. It must be great fun to be a smuggler, to be always dodging the king's cutters, and running cargoes under the nose of the officers ashore. There is some excitement in a life like that."

"There is plenty of excitement in fishing," one of the boys said sturdily. "If you had been out in that storm last March, you would have had as much excitement as you liked. For twelve hours we expected to go down every minute, and we were half our time bailing for our lives."

An approving murmur broke from the others, who were all, with the exception of the one addressed as Jim Walsham, of the fisher class. His clothing differed but little from that of the rest. His dark blue pilot trousers were old and sea stained, his hands and face were dyed brown with exposure to the sun and the salt water; but there was something, in his manner and tone of voice, which showed that a distinction existed.

James Walsham was, indeed, the son of the late doctor of the village, who had died two years previously. Dr. Walsham had been clever in his profession, but circumstances were against him. Sidmouth and its neighbourhood were so healthy, that his patients were few and far between; and when he died, of injuries received from being thrown over his horse's head, when the animal one night trod on a stone coming down the hill into Sidmouth, his widow and son were left almost penniless.

Mrs. Walsham was, fortunately, an energetic woman, and a fortnight after her husband's death, she went round among the tradesmen of the place and the farmers of the neighbourhood, and announced her intention of opening a school for girls. She had received a good education, being the daughter of a clergyman, and she soon obtained enough pupils to enable her to pay her way, and to keep up the pretty home in which her husband lived in the outskirts of Sidmouth.

If she would have taken boarders, she could have obtained far higher terms, for good schools were scarce; but this she would not do, and her pupils all lived within distances where they could walk backwards and forwards to their homes. Her evenings she devoted to her son, and, though the education which she was enabled to give him would be considered meagre, indeed, in these days of universal cramming, he learned as much as the average boy of the period.

He would have learned more had he followed her desires, and devoted the time when she was engaged in teaching to his books; but this he did not do. For a few hours in the day he would work vigorously at his lessons. The rest of his time he spent either on the seashore, or in the boats of the fishermen; and he could swim, row, or handle a boat under sail in all weather, as well or better than any lad in the village of his own age.

His disposition was a happy one, and he was a general favourite among the boatmen. He had not, as yet, made up his mind as to his future. His mother wanted him to follow his father's profession. He himself longed to go to sea, but he had promised his mother that he would never do so without her consent, and that consent he had no hope of obtaining.

The better-class people in the village shook their heads gravely over James Walsham, and prophesied no good things of him. They considered that he demeaned himself greatly by association with the fisher boys, and more than once he had fallen into disgrace, with the more quiet minded of the inhabitants, by mischievous pranks. His reputation that way once established, every bit of mischief in the place, which could not be clearly traced to someone else, was put down to him; and as he was not one who would peach upon others to save himself, he was seldom in a position to prove his innocence.

The parson had once called upon Mrs. Walsham, and had talked to her gravely over her son's delinquencies, but his success had not been equal to his anticipations. Mrs. Walsham had stood up warmly for her son.

"The boy may get into mischief sometimes, Mr. Allanby, but it is the nature of boys to do so. James is a good boy, upright and honourable, and would not tell a lie under any consideration. What is he to do? If I could afford to send him to a good school it would be a different thing, but that you know I