Caroline struggled to master the unnerving sensation of being in her guardian's arms. He was holding her closer than strictly necessary, but, as they twirled down the room, she realised that to everyone else they presented a perfect picture of the Duke of Twyford doing the pretty by his eldest ward. Only she was close enough to see the disturbing glint in his blue eyes and hear the warmth in his tone as he said,

"My dear ward, what a very accomplished dancer you are. Tell me, what other talents do you have

that I've yet to sample?"

For the life of her, Caroline could not tear her eyes from his. She heard his words and understood their meaning but her brain refused to react. No shock, no scandalized response came to her lips. Instead,

her mind was completely absorbed with registering the unbelievable fact that, despite their relationship

of guardian and ward, Max Rotherbridge had every intention of seducing her. His desire was clear in the heat of his blue, blue gaze, in the way his hand at her back seemed to burn through the fine silk of her gown, in the gentle caress of his long fingers across her knuckles as he twirled her about the room under the long noses of the biggest gossips in London.

Mesmerized, she had sufficient presence of mind to keep a gentle smile fixed firmly on her face but her thoughts were whirling even faster than her feet. With a superhuman effort, she forced her lids to drop, screening her eyes from his. "Oh, we Twinnings have many accomplishments, dear guardian." To her relief, her voice was clear and untroubled. "But I'm desolated to have to admit that they're all hopelessly mundane."

A rich chuckle greeted this. ' 'Permit me to tell you, my ward, that, for the skills I have in mind, your qualifications are more than adequate." Caroline's eyes flew to his. She could hardly believe her ears.

But Max continued before she could speak, his blue eyes holding hers, his voice a seductive murmur. "And while you naturally lack experience, I assure you that can easily, and most enjoyably, be remedied."

It was too much. Caroline gave up the struggle to divine his motives and made a determined bid to reinstitute sanity. She smiled into the dark face above hers and said, quite clearly, "This isn't happening."

For a moment, Max was taken aback. Then, his sense of humour surfaced. "No?"

"Of course not," Caroline calmly replied. "You're my guardian and I'm your ward. Therefore, it is

simply not possible for you to have said what you just did."

Studying her serene countenance, Max recognised the strategy and reluctantly admired her courage for adopting it. As things stood, it was not an easy defence for him to overcome. Reading in the grey-green eyes a determination not to be further discomposed, Max, too wise to push further, gracefully yielded.

"So what do you think of Almack's?" he asked.

Relieved, Caroline took the proffered olive branch and their banter continued on an impersonal level.

At the end of the dance, Max suavely surrendered her to her admirers, but not without a glance which,

if she had allowed herself to think about it, would have made Caroline blush. She did not see him again until it was time for them to quit the Assembly Rooms. In order to survive the evening, she had sternly refused to let her mind dwell on his behaviour. Consequently, it had not occurred to her to arrange to exchange her place in her guardian's carriage for one in the Twyford coach. When Lizzie came to tug

at her sleeve with the information that the others had already left, she perceived her error. But the

extent of her guardian's foresight did not become apparent until they were halfway home.

She and Max shared the forward facing seat with Lizzie curled up in a corner opposite them. On

departing King Street, they preserved a comfortable silence-due to tiredness in Lizzie's case, from

being too absorbed with her thoughts in her case and, as she suddenly realised, from sheer experience

in the case of her guardian.

They were still some distance from Mount Street when, without warning, Max took her hand in his. Surprised, she turned to look up at him, conscious of his fingers moving gently over hers. Despite the darkness of the carriage, his eyes caught hers. Deliberately, he raised her hand and kissed her fingertips.

A delicious tingle raced along Caroline's nerves, followed by a second of increased vigour as he turned

her hand over and placed a lingering kiss on her wrist. But they were nothing compared to the

galvanising shock that hit her when, without giving any intimation of his intent, he bent his head and

his lips found hers.

From Max's point of view, he was behaving with admirable restraint. He knew Lizzie was sound asleep and that his manipulative and normally composed eldest ward was well out of her depth. Yet he reined

in his desires and kept the kiss light, his lips moving gently over hers, gradually increasing the pressure until she parted her lips. He savoured the warm sweetness of her mouth, then, inwardly smiling at the response she had been unable to hide, he withdrew and watched as her eyes slowly refocused.

Caroline, eyes round, looked at him in consternation. Then her shocked gaze flew to Lizzie, still curled

in her corner.

"Don't worry. She's sound asleep." His voice was deep and husky in the dark carriage.

Caroline, stunned, felt oddly reassured by the sound. Then she felt the carriage slow.

"And you're safe home," came the gently mocking voice.

In a daze, Caroline helped him wake Lizzie and then Max very correctly escorted them indoors, a smile

of wicked contentment on his face.

Arabella stifled a wistful sigh and smiled brightly at the earnest young man who was guiding her around the floor in yet another interminable waltz. It had taken only a few days of the Season proper for her

to sort through her prospective suitors. And come to the unhappy conclusion that none matched her requirements. The lads were too young, the men too old. There seemed to be no one in between. Presumably many were away with Wellington's forces, but surely there were those who could not

leave the important business of keeping England running? And surely not ail of them were old? She

could not describe her ideal man, yet was sure she would instantly know when she met him. She was convinced she would feel it, like a thunderbolt from the blue. Yet no male of her acquaintance increased her heartbeat one iota.

Keeping up a steady and inconsequential conversation with her partner, something she could do half asleep, Arabella sighted her eldest sister, elegantly waltzing with their guardian. Now there was a coil. There was little doubt in Arabella's mind of the cause of Caroline's bright eyes and slightly flushed countenance. She looked radiant. But could a guardian marry his ward? Or, more to the point, was

their guardian intent on marriage or had he some other arrangement in mind? Still, she had complete

faith in Caroline. There had been many who had worshipped at her feet with something other than matrimony in view, yet her eldest sister had always had their measure. True, none had affected her

as Max Rotherbridge clearly did. But Caroline knew the ropes, few better.

"I'll escort you back to Lady Benborough."

The light voice of her partner drew her thoughts back to the present. With a quick smile, Arabella declined. "I think I've torn my flounce. I'll just go and pin it up. Perhaps you could inform Lady Benborough that I'll return immediately?" She smiled dazzlingly upon the young man. Bemused, he bowed and moved away into the crowd. Her flounce was perfectly intact but she needed some fresh