Onedin Line Timeless Themes

by Susan Ternyey, July 2025

Marriage: Making/Finding a Match

     A match made in Heaven, or in Anne’s father’s kitchen—James found his match in Anne Webster.  That’s been discussed in "What Makes a Marriage Successful"--through seasons 1 & 2.  But she died, essentially giving her life for him—no matter his feelings.  What now?  Could he ever find another someone to match himself?  

Season 3 explores two possibilities:  Caroline Maudslay and Leonora Biddulph
     There was also the recent widow Mitchell, who at that point owned the “Anne Onedin” (S3 E9), and hoped James would bargain for that ship as he had for his first ship with his first wife.  But he was no longer in the same place in life, and she was no Anne Webster.  He had no intention or desire to make such a bargain, or such a match.
     Season 3 covers about 6 years in the storyline, from the time James’ daughter is but 6 months old, until she is about 6 years of age, or so.

James & Caroline Maudslay
     James first encounters Caroline, nearly dead, adrift in a canoe 90 mi east of the mouth of the Amazon River (S3 E2).  She is suffering from exposure--her face badly blistered by the sun--and from dehydration.  James tells her that fresh water from the Amazon reaches 200 miles out into the Atlantic Ocean; if only she had known!  Perhaps she could have kept her skirts soaked and over her face and exposed skin.  But she was not in a state of clear thinking.
     James and Capt. Baines try to find out who she is, but she is so traumatized that she can’t remember who she is, or where she’s from.  She has horrifying hallucinations that cause her to scream incoherently.  James and Baines compassionately nurse her and take her to Liverpool with them.  
     Once in Liverpool, Jack Frazer recognizes her as his wife’s niece, who had accompanied her husband of 3 years to Brazil where he had a crew surveying for a railroad line.  She begins to remember, and tells about having witnessed her husband’s decapitation by headhunters.  She was able to escape and somehow make it to a canoe, floating out to sea, where James spied her and saved her.
     James’ sister Elizabeth restores her to fashionable dress and coiffure, so that when she comes to thank James for rescuing her, he is obviously quite taken with her, and she obviously considers herself quite a stunning sight.  It turns out that she is a wealthy woman, and she and Elizabeth become not only friends, but housemates, solving a pecuniary problem for Elizabeth, who was unwilling to divest from her home, but could not afford the lifestyle she insisted on living.  The 2 women enjoy sharing laughs as well, some at James’ expense.  (S3 E10, for example)
    Caroline has seen the life of the typical seaman under James’ command, and she disapproves.  Though she apparently has considerable worldly experience, one can’t help but wonder how much she knows about the foundation of her own wealth.  Surely she has seen how other seafarers fared, and that James was not surely the worst of commanders or ship owners.  Nevertheless, there is immediate tension in their relationship, albeit they each seem to relish the challenge.  James is not unused to being thus challenged.
     When miners strike at James’ principle shipping contractor’s colliery, and he remains intractable in negotiating a settlement, James plies the men with drink and coaxes them into signing on as sailors, breaking up the strike and resolving both James’ and his contractor’s business problems.  Plimsoll, the Seaman’s Friend, calls it coercion because once the men sign on, they must either sail or go to jail for 3 months.  Caroline takes Plimsoll’s side, telling James, “How else would you describe a man who, for no other motive than that of private gain, abducts a few score half-starved wretches whose only crime was in demanding a decent return for their labors?”  (S3 E2)
     James has his own perspectives on the matter, but those are to be considered under a different theme.  
     Unorthodox in her views and behavior, Caroline smokes as casually as any man (Elizabeth and Sarah give it a try when they are alone together.  Sarah says the men are welcome to their vices, and Elizabeth wonders if they should have tried cigars first).  Caroline suggests to Elizabeth that she should take a lover (as her husband is on the other side of the world, and Elizabeth had refused to go with him--S3 E2).
     James and Caroline’s uncle, Jack Frazer, are competitors, and Caroline alternates between helping the two.  They vie for a contract to ship supplies for a Brazilian railroad.  Caroline sails with her uncle, who takes her because she speaks Portuguese.  She is unwilling to think that her uncle might pull any underhanded tricks, such as purposely keeping James’ steamship “Anne Onedin” idle in order to decrease her value so that he could sell her to himself (as principle shareholder of another company).  But she likes James enough that she obtains and divulges information for and to him about her uncle’s affairs.  (S3 E3 & 4)
     Frazer accuses James of being oblivious to Caroline’s feelings about being in Brazil (where her husband was so brutally killed in front of her), and yet he is the one that has brought her there (S3 E4).  When she has a harrowing experience with a Brazilian native on James’ ship, he saves her.  At Frazer’s behest James calls on her the next day (on Frazer’s ship), with all good intentions and kindness.  She is not only cold, but having felt so vulnerable, she purposely attacks James’ vulnerability, the loss of his wife not so very long ago.  No doubt his sister Elizabeth gave her the fuel to do so.  Yet it’s clear enough that Caroline is attracted to James--even Frazer has noted that.
    “A woman likes to see faults in a man,” Caroline admits (at least she does).  “So she can use them to her advantage, eh?” James gives her a wry smile (S3 E5).  Caroline complains to Elizabeth that James is so “confoundedly confident”, that he needs someone to “take him down a peg or two.”  She claims that she has no wish to marry James, but she’s either just not being honest with Elizabeth about it, or maybe not even with herself.  (S3 E5)
     Caroline has taken as her purpose to gather information from sailors about their complaints.  She is working with Plimsoll as well, in his efforts to get an act of Parliament requiring load lines on every ship.  Fogarty eggs Plimsoll and James’ crew on, in order to get a shipping contract away from James for the Frazer line.  Finally James lets the crew out of their contract and says he will sail the ship himself.  While some (including Caroline) think he doesn’t care about his own life, the fact that he is willing to sail what they say is an overloaded ship himself convinces the crew to all sign on and sail with him.  Plimsoll decides to sail with them, as he has been accused of being a landlubber with no knowledge of sailing.  James had challenged Caroline to sail with him, and once she learns Plimsoll is putting his life on the line, she decides to sail with them as well.  (S3 E5)
     Caroline and James enjoy verbally sparring with one another, as we see in this episode, and others.  When the ship gets off course and into a storm, she admits that Elizabeth was right, she would not be able to break James, she would be broken instead:  she is seasick and scared.  He admits that he is also scared, and that he’s familiar with the feeling.  Such shared experiences, and the fact that they have each lost a loved spouse, each has travelled the world, forms a bond between them, despite their different perspectives (which they enjoy sparring over).
     Notwithstanding Caroline’s bad experiences in Brazil, she embarks again to go there (S3 E6).  This time she is trying, along with a friend, to get James to go there to collect rubber tree seeds.  He declines, but her friend finally makes it such a profitable trip, that James agrees to take her.  She has a connection there that she is counting on using for their purpose—a man who has loved her for years, even while she was a married woman.  But he’s a dangerous man, a powerful man, and James feels protective of Caroline.  They have to try to sneak back to their ship in the dark.  The man catches up to them, and they have to negotiate for their release, giving up the rubber seeds.  
     But when James had declined the contract, Caroline and her friend arranged for Fogarty to go with her friend.  They didn’t tell James about that, figuring they’d have a back-up, even a diversion.  James doesn’t appreciate being used in such a way.
     Another time Caroline sails with James to Havana.  She is to meet her deceased husband’s business partner and settle his estate (S3 E7).  The main plot of the episode has to do with Capt. Baines, but the relationship between James and Caroline moves forward as well.  Her husband “had fingers in various pies all over the world.  Consequently, I saw little of him during our 3 years of marriage,” she tells James.  
     On the voyage, when Baines confides in Caroline about his troubles with the overprotective brother of his landlady, he speaks of the troubles a woman can bring to a man.  When Caroline thinks he’s talking about what James’ wife did to him, Baines denies that, and in fact has nothing but praise for Anne, who had befriended & defended him, raised his chances in life, encouraged him, and had faith in him.  He doesn’t explain all that to Caroline, but it’s why he is so loyal to James’ deceased wife Anne.
     “Mrs. Onedin was a very fine woman.  A woman any man would gladly be chained to.  The hardest thing that a woman like that can do to a man is to die.”  Caroline is affected by Baines’ near worship of James’ first wife.  It’s probably not the first time she has heard someone extoll Anne Onedin’s virtues, but perhaps never so emphatically, or perhaps not when she has finally come to the point of admitting to herself that she wants James for herself.
     Caroline tells James that the landlady’s brother is being unduly provocative toward Baines. James responds, “Oh ho, ho . . . Baines certainly has a way of getting the women on his side.”  James, too, remembers Baines’ high regard for Anne, and Anne’s defense of Baines so many times.  “So she used to take Capt. Baines’ part, did she?” Caroline seems tired of hearing admiration for Anne that exceeds all.  James accuses Caroline of opposing him just out of contrariness.  Though he doesn’t say so, he knew that Anne’s oppositions were from her conscience.  
     This leads Caroline to verbally attack James, and his memory of Anne.  “Oh, she’s a fine woman, a woman any man would gladly be chained to,” Caroline quotes Capt. Baines.  James’ brows furrow.  “Will I never stop hearing about that woman?  And how much you are suffering at the loss of her?” she demands in exasperation.
     “I lost my husband.  He was murdered before my eyes.  But no one ever asks about how I might be feeling, or how much I’m suffering at his loss.”  She shakes her head, and walks away, then stops.  “That was ungracious of me, considering I owe my life to you.”  “Oh, come.  All I did was to pick you up out of the sea.  I’d have done the same for a dog.”  Maybe that’s his revenge for the mean things she has said about him and Anne.  Previously he had minimized it in different terms:  “Well, that was more good luck than good intent,” he had modestly dismissed his care.  “You are too modest, Mr. Onedin.  My recollection is that you nursed me back to life,”  she had replied him. “Well, we did what was necessary,” he’d said. (S3 E2)
     But on this occasion, Caroline takes a different tone.  “Oh, you do say the most charming things to a woman,” she laughs, not necessarily in good humor.  “Oh, and I suppose your husband was the most charming and elegant man,” James throws at her.  “Yes, he was.”  
     “Well, surely he, too, must have had some faults.” James also feels he has to compete with a memory. “Well, if so, I never had the opportunity of learning them.  As I knew him, he was virtuous, courageous, and scrupulously honest.  And he had a most remarkable judgment.  I never knew him to be wrong in his assessment of anything or anyone, in business, or in private life.”  
     The attitude she voices is more a bitter effort to once again put James in his place, as she likes dominance.  Trying at once to belittle James (in comparison to her late husband), and to compare her late husband with Anne’s memory.   But Caroline doesn’t account for the fact that she was only married 3 years and saw little of her husband.  James was married over 10 years, and though they were apart quite a lot, they also shared many experiences and interests, as well as character traits.
     On the voyage home from Havana, James inquires in a friendly way, “I neglected to ask you, was your business ashore successfully conducted?”  She looks down and answers plainly.  “Yes . . . yes, it was . . . I’m afraid I discovered one or two things about my late husband that I was not aware of.”  James looks genuinely concerned, in his way.
     “It seems that he was not as scrupulously honest as I had imagined him to be.  And on learning some of the quite drastic mistakes he made, it seems his judgment left a lot to be desired.  I think I knew it all along,” she is willing to honestly admit.  “I suppose one tends to idealize one’s memories of the dead.”
     “Aye,” James gazes forward, “one does.”  But that’s enough depth sounding at a time for him, and he offers her a drink.  “Here’s to your very good health, Mrs. . . . Would you think it highly improper of me if I . . . if I was to call you Caroline?”  “Not at all, Mr. Onedin.”  “Right, then.  Your very good health, Caroline.”  “And yours, James,” she replies kindly.  
     James & Caroline admit their mutual attraction to themselves and to each other.  But James has apparently forgotten what he told his family in S1 E1 that romantic notions can get in the way of making clear-headed decisions about potential partners.  
     In S3 E8 James quietly enters Elizabeth’s parlor where Caroline is performing on the piano for a gathering.  As James is pouring himself a cup from the punchbowl at the end of her piece, Caroline comes up to him, “Do musical evenings bore you, James?”  “Well, I must admit they do, but not on this occasion,” he grins.  
     “Listen,” he says quietly, “do you think I’d be missed if I went into the conservatory and smoked a cigar?”  She nods, “Yes, I think you’d be greatly missed.  And your sister Elizabeth would be most displeased.”  “Hmm, I’m sorry to hear that,” he says, but one doubts his regret, “because that’s just what I intend to do.”  He slips out.
     When Leonora Biddulph asks Caroline if she admires Tennyson’s poetry, Caroline answers, “No, I do not.”  “But he is very highly regarded,” Leonora points out.  “Yes, but not by me.  I like my verse as I like my men . . . full-blooded,” she says it in a way to affect Leonora’s sense of morality.  It doesn’t sound like the way she so admiringly described her husband, initially, to James in the last episode.  
     Caroline follows James into the conservatory.  “Do I intrude?” she asks more for convention than for caring.  “Not at all,” James stands courteously.  “I love the smell of tobacco, Caroline chooses to be ingratiating now.  “Well, all we lack is a glass of wine,” she says.  James grins widely and reaches down to get a bottle and a piece of stemware.  “Only one glass, I’m afraid.”  He hands it to her, but she fumbles it and it breaks on the floor.  Naturally, they both must reach down to pick up the pieces, and she gets a little cut.   He licks his finger and wipes the blood.  
     “James . . . may I ask you a personal question?”  “About . . .” he answers cautiously.  “You do not miss the company of women?”  “Sometimes,” he admits flatly.  “In a way, I’m in the same situation as yourself,” she continues.  “Yeah,” he agrees, agreeably.  “I’m a widow, but I am still young, and I do not intend to wilt away.”  “I can’t imagine that,” he smiles.  “But I do not want to make a mistake, should I decide to marry again.”  “I can appreciate that.”  “Yet, to know a man, you have to live with him.  A period of trial.”
     “Now that sounds very . . .” “Daring?  It need not be, if one is discreet.”  This takes James back a bit.  “Are you saying that you and I . . .”  “Yes, James.  That is exactly what I am saying.”  They stare at each other awhile before she goes on.  “I don’t want your answer now . . .  Sometime.”
     Suddenly business intrudes on their moment, and James must leave.  Caroline follows him out, and briefly she and Elizabeth and Leonora are all 3 in the hallway.  Caroline giggles.  Elizabeth invites her to share the joke.  “Oh, nothing, my dear.  An offer made, and handsomely evaded, I think.”  Wide-eyed Leonora repeats, “An offer?”  The bemused Caroline tells her, “You would not understand, Miss Biddulph.”  Elizabeth again invites her to share.  “The brave Capt. Onedin has just . . . run away.”  She laughs.  But while he is gone on his voyage, she wanders the house, distracted.
     After his voyage, James returns to Elizabeth’s house, throws his sea bag in the corner, and calls again and again for Elizabeth.  There is no answer, but then, the soft sound of the piano reaches him, just as he is about to leave.  James and Caroline stare at one another across the room for a long pause before James at last voices her name, “Caroline? . . . You knew I was back?” he says as he walks over to her, seated at the piano.  “Of course . . . I’ve been waiting for your answer.”  He reaches for her hand and leads her into the conservatory, where they left off last.  He kisses her, they embrace, smooching a long time, and then the closing theme plays.
     James decides to propose marriage to Caroline.  (S3 E9)  He reveals his intention to his sister Elizabeth, hoping she will help his suit along.  He feels he has a lot to offer, now:  6 ships and some capital set by.  Elizabeth arranges a luncheon at which he can make his proposal.  One can speculate on her motives, but we can set that aside at present.  
     When James comes to the luncheon Elizabeth has so proudly prepared for him and Caroline, his reaction is less than appreciative.  “Cold . . .”  “Yes, isn’t it daintily set out?”   
Caroline names off the delights:  clear soup, (“Cold?” he repeats himself.), chicken, crab, trifle.  That’s not all, but it’s all she names.  He remembers his manners then, and speaks up, “Very nice.”  “We don’t have to do a thing, just help ourselves.”  “Yes . . . Caroline, there’s something that I want to say,” he blurts out.  “We’ve got all afternoon,” she bids him.  “Yes, well, would you be so kind as to take a seat, if you please,” he indicates other than one at the table.  
     “Well, now,” he clears his throat.  “I’ve had something on my mind,” he paces.  “But firstly, I . . I know that you’ve been avoiding me, and I know the reason why.”  At least he thinks he does.  “Avoiding you?”  “But what I’m going to say has nothing to do with that . . .” He stammers, trying to get the words out.  “Please don’t interrupt.  Well, firstly, I . . . I apologize for having taken advantage of you.”  “When did you do that?” she challenges his scruples.  “Oh, come on.  You know what I’m talking about.  Anyway, that’s water under the bridge.  You’ve been married,  I’ve been married [in other words, they have not spoiled the innocence of a partner, nor deceived any spouses]. . . Well, what I’m coming to is this.  Events notwithstanding, I’ve given this matter a deal of thought.  I’m not just saying it on the spur of the moment . . .“  But before he can manage to get it out, even with her encouragement, his brother Robert bursts through the door with news of the “Scotch Lass” (the renamed steamship “Anne Onedin”).  
     Caroline closes her eyes in perturbation as Robert excitedly tells James all about his chances of getting his ship back.  
     “If you’ll excuse me, Caroline, eh?”  He heads for the door, she calls to him, “James . . . what were you going to say?”  “Well, it’ll keep,” he stammers again.  “This is business, you know,” he is matter-of-factly back to his old self.  The two men leave.
     “Business!” Caroline exclaims to an empty room.
     On his return, James tells Caroline all about getting his ship back, excited as a child.  She is less than exuberant.  “It’s been a day of days, all right.  Capt. Baines has been decorated by the Venezuelan government for some act of gallantry.  Details to follow,” he tells her of the resolution of another issue he had been worried about.
     “I didn’t want to offend you the other day, but you know, if there’s one thing I can’t stand, it’s cold food,” James admits.  “Oh, can’t you?  It was Elizabeth’s preparation.”  “Ah, well, thank you Elizabeth,”  he comments sardonically.
     “Yes, I’m, a . . . I’m sorry I was called away yesterday.  But now I can be brief.  Caroline, I’ve decided to marry ya.”  She doesn’t answer right away, so he sits beside her to say, “I never thought I’d come to it, but I have.”
     “Are you serious?”  “Well of course I’m serious.  What d’ya think I got all done up like a tailor’s dummy for?”
     “Was it expensive?” she asks without any regret if it was.  “It was . . . but hang that.  Oh, and another thing.  I think the sooner that ya get out of this [Elizabeth’s] house, the better.  You know I’ve never really approved of you living with Sister Elizabeth anyway.”
     “Oh, indeed.  So first you secure the ‘Lass’ . . . then you satisfy yourself that Capt. Baines is free of trouble [and Webster, too, he adds] . . . And Elizabeth, where is she this evening?”  “I packed her off to Brother Robert’s.”  “So first the ‘Lass’, then Baines, then Elizabeth, and now me.  You deal with things in order.”  “Well, I wouldn’t quite put it that way.”  “Well, I would!”
     “Look, you can have any kind of wedding that you like.”  He’s feeling very good, so generosity takes over.  “You can have ‘em all down from Buxton, if you like.”  He refers to her trip there when he’d attempted to propose previously, but she was excited to be invited to Buxton.  He continues with what he thinks will be convincing to her tastes.  “[Invite] Ten Lord Mayors, if you fancy it.  We’ll take a month off, do the grand tour . . . well, part of it, anyway.”  “No expense spared?”  “None, I swear . . . Well?” he asks her, out of breath, enthused, and expectant.
     “When’s it to be, then, eh? . . . Oh, come on.  Don’t keep me dangling.”  “It’s a wonder you’re not reading from an agenda,” she takes a turn at sarcasm.  “Oh, if it’s an agenda you want, you can have an agenda.  You can have an illuminated address, if you like.”
     “James . . . I can’t . . . no, that’s not right.  I won’t . . . Marry you.”  He can’t fathom it.  “But you led me to think that . . .” he starts softly, then picks up, “It’s Elizabeth.  You’ve been listening to her!”  “Oh, it’s got nothing to do with Elizabeth.  It’s me.  I . . . I won’t marry you.”
     “Why did you let me . . .”  “What?” she interrupts.
     “Well, you know . . . I assumed . . . naturally, that . . .”  “Naturally?”  “Well, yes!  Naturally!  A woman like you doesn’t just give herself to a man for . . . You’ve made a sport of me,” he concludes.
     “No, James, I’ve not, and I mean what I say.”  I suppose she thinks he wouldn’t understand, or would try to convince her he could be different, when she knows he couldn’t.
     “You can’t mean it.  I mean, you have no reason to turn me down.  I don’t drink [to excess], you know.  I’m abstemious.  I work hard.  I make decisions.  I’m a good provider.  I am, whatever anybody else says.  I get things done.”  He gives all the reasons he considers himself as a good catch, and many, if not most women, especially of his time, would consider him so. 
     “I’m sorry, James.”  “Sorry?”  “Yes, thank you for asking me.  It’s a great compliment.”
     “Compliment?” he scoffs.  “I haven’t come here to pay compliments.  Don’t believe in compliments!”  He rushes to the door angrily, then turns to say, “You are making sport of me,” and slams the door behind him.
     On a following voyage James and Baines pick up the son of one of their shipping contractors in Africa. (S3 E10).  James begins to consider developing a new venture, a trading post in Africa.  He sends Capt. Baines upriver in a small steamboat to find out if it’s navigable.  Baines is to take the contractor’s son’s African mistress with him.  That turns out a blessing for Baines, she saves his life.
     Caroline confronts James back in Liverpool, accusing him of just wanting to go to Africa out of disappointment that she turned down his proposal of marriage.  She uses every argument she can think of to dissuade him.  
     “What gives you the right to come here questioning me, Mrs. Maudslay? . . . You think I don’t know about the hardships, privations?  I’ve had them all me life.”
     “But at sea,” she pounds the table.
     “Oh, aye.  And where have you had them, eh?  Coming here to question me, judge me.  A man can want a change.  A fresh start.  What’s it to do with you, anyway?”
     “I think it’s entirely to do with me.  That’s just why I’m so concerned.  All you ever wanted when Anne died was to be alone.  In her case, in a ship in the middle of the ocean.  Now when I let you down, it’s a sweaty hole in the middle of the African jungle.”
     “You think you know me, don’t you?” he growls at her.  
     “You’re running away.  Deny it if you can,” she accuses.
     “I’m not answerable to anybody.”
     “Somewhere to lick your wounds.”
     “Oh, I wasn’t aware that I was even bleeding.”  “Are you not, James?  Assure me of that and I will ask you no more questions.  I only want to be sure . . . and for you to be sure.”   Maybe one could believe her, if nothing more followed.
     “To turn a shipping line, that can’t expand anymore, into a thriving trading company?  I see no retreat in that.”  “Why can’t it expand anymore?” she asks, and he laughs.  “Because the ocean now belongs to steamships.  When Anne was alive, that was my vision for the Onedin Line.  I saw it very clearly.  Now Anne’s dead.  Her only memorial is one steamship in a fleet of obsolescent sailing vessels, and I’m not missing my second chance.”
     “You haven’t missed the first one yet.  Sell your clippers, if you must, but to build more steamships.”  “Oh, to what purpose?”
     “There would have been no question of Africa if I’d agreed to be your wife.  James, I’m sure in time you’ll meet someone else,” she speaks softly and puts her hand on his arm.  He moves his arm and gives her a look, “Please don’t be patronizing.”  
     “I just don’t want you to throw everything away you’ve built up because of me.”  “I don’t throw anything away.  Here, I was brought up very provident.  You don’t think I’d throw away everything I’ve worked and strived for just because you turned me down in marriage?”
     Robert is against the African venture, yet he has nearly always been against James’ ventures. But upon Baines’ news that the river he explored was not navigable, and no doubt he told James of his near-death sickness, James has reason to rethink.  If Baines, his right-hand man, the man he so depends on, is against the venture, it must give James pause.  He decides at last not to pursue the African enterprise.  
     The relationship between James and Caroline eases, no doubt being in the same circle and needing to be civil, even polite, in public, at least.  When James buys a Scottish built ship, he has a reception aboard it, and Caroline is in attendance (S3 E11).   Caroline recognizes the builder and its laudable reputation.  For the “Teawynd”’s maiden voyage James is involved in another race for tea in China vs Fogarty. 
     When James is visiting his sister Elizabeth before he sets sail, Caroline happens into the room and tries to exit awkwardly.  But Elizabeth bids her come in, so she puts on a smile and greets him.  “It should be a very pleasant voyage,” Caroline wishes him well.  “It could be, with you,” he invites.  “Well, James, what can I say?”  “Say you’ll sail with me.”  “Oh, I should . . . need a companion.”  (Since when?)  “Well, Elizabeth?” James asks.  She stammers that she needs a caretaker for William, but looking at her friend Caroline, “If it’s all in a good cause, why not?”  Perhaps she thinks that James and Caroline may yet get together.  
     But then James finds out from Robert that the ship’s passenger accommodations have been sold to relatives of Mr. Biddulph, with whom he has a steady coal contract, on which he relies.  James is in an ill-humor for much of the voyage.  Left at home, for her part, Caroline isn’t sure she knows her own mind about James.
     When Robert moves to London, as a newly elected member of Parliament (S3 E12), he gets involved in the Mexican railway scheme of the “Honorable” Hugh Kernan.  He invites James to a reception with Kernan, to meet him.  He thinks James should invite Leonora Biddulph to be his “plus one”, but James decides to invite Caroline instead.  He says it’s because she has some experience with railroads and some knowledge of America.  
     At the reception Caroline sees James in a room apart from the rest, reading and smoking.  He rises at her entrance into the room.  “Oh, you will think it unmannerly of me to have left you.”  “No.  You don’t enjoy these occasions very much,” she excuses. “You know full well that I do not,” he confirms as he puts his jacket back on.   “A man of action.” “Perhaps.”  “Because you’re not at ease in company,” she acknowledges.  “It was rude of me to have left you,” he apologizes.  “I like you best when you’re thoughtful,” she says.
     But then Kernan convinces James to stay (at Robert’s expense), and enjoy the life that London has to offer.  So James and Caroline spend considerable time together doing that.  When Robert doesn’t want to set a precedent by offering to let Elizabeth and Caroline stay longer, Sarah suggests they invite Leonora to fill her place.  Sarah wants James to settle down with someone to take care of his daughter and his father-in-law (Anne’s father, who he had promised to support the rest of his life, and he hasn’t backed out of it just because Anne died).  Sarah doesn’t see Caroline as the kind of woman that would be suited to either of those obligations. 
     Then James gets word that Capt. Baines has been lost at sea (under Fogarty’s command), and he drops everything to go searching for him.  It’s back to real life.
     Moving forward in the story, Caroline is in Baltimore, aboard James’ ship, for the finalizing of her husband’s estate in the last episode (13) of season 3.  She looks on that final settlement as being freed from all commitments.  He thinks that means she’ll then have no direction.  She claims she would never “be blown about by the winds of chance.” 
     They lose their crew to the crimps, and must take on another lot.  They also take on a passenger with a lot of gold.  The ship is hijacked by the passenger and his associates.  Caroline’s courage fails in a crucial attempt at foiling the hijackers, she isn’t up to learning navigation, and though she and James banter about their respective futures, and the possibility of a future together, they both come to realize that they are not suited to each other.  
     Caroline says they would have made good partners, but not good spouses.  He says that the two things go together.  What evidence that they would make good business partners seems lacking as well.  On what would they agree?  She recognizes that rather than wifely pursuits, she’d be off campaigning with Plimsoll.  Caroline tells him he needs a wife, why he needs one (to have a/some son/s), and what kind of wife he needs (one devoted to him).  She asks if Anne is “still uppermost” in his mind.  He says the memory has faded, but one suspects it is not the memory, but the bitterness that has faded.
     Caroline charges him with not caring for his daughter.  He says, “She’s well cared for.”  But Caroline points out that she’s “passed from hand to hand like an unwanted parcel . . . with a father [who] appears out of the night like some fairy story ogre.”  She asks if he doesn’t have any affection for her.  He says he can’t help it.  She understands that it’s the unfaded memory of the child’s mother that leaves him so.  She doesn’t suggest that she could love and nurture his daughter, offer her the stable motherly influence she diagnoses the child needs.
     “Poor James.  Yes, you really must marry again.”
     “I have thought of it,” he reminds her.  “And readily took ‘No’ for an answer,” she ignores how soundly she slammed that chapter.  “And no doubt, if I were to ask again, would receive the same reply,” he challenges her with a sidelong look.  “Oh, so you want the reply before putting the question.  What are you afraid of, James, a second rebuff,” she gives a good possibility, “or that I might say yes?”  Perhaps another good possibility, or her way of challenging him in a way she thinks might elicit the asking.
     But he doesn’t ask her again.  As they are parting, she going to London, she tells him, “I doubt if I shall ever meet a finer man.  And there will be times in the future when I shall punish myself for having laughed away your offer of marriage.  But I was right, wasn’t I?  Don’t remain unresolved too long, James,” out comes her advisor mode again.  She always did want to believe herself his best advisor, his superior.
     “Leonora Biddulph.  Snap her up before somebody else does,” she counsels (relenting at last to her rival).
     “Aye.  Well, I’ve already made up me mind to do just that,” he says, and one wonders for how long he had resolved to do so, while he was bantering with Caroline as though he still thought they could be a match.
     “It’s goodbye, then,”  “Aye, goodbye, Caroline,” he says to her gently, no doubt with thoughts of all they have been through, and what she meant to him, as both a lover and as sparring partner.  At the same time Caroline admits to the faults she sees in James, his treatment of his employees, she claims that she knows she’ll never meet a finer man.  Maybe their parting has brought her to realize such (remembering all the times he cared for & protected her).  Maybe their recent experience with the hijackers is uppermost, or maybe she is just getting sentimental.  He clearly likes hearing her compliment, doesn’t argue with her about how ill it matches so much of what she has said and done to him over the years.

James & Leonora Biddulph—concurrent to the years Caroline was a part of James’ life
     It was only 6 months after he had lost his wife Anne, when James rescued Leonora from getting knocked off by the rigging of his ship (S3 E1).  She was smitten.  But it was too soon after his loss, she was too young (at least 15 years his junior), and he was not attracted to a person who slavishly idolized and pursued him.
     Leonora’s widowed father tells James that the memory of his deceased wife will fade.  James isn’t open to any mention of his wife/loss, let alone advice.
         On deck Leonora captures Capt. Baines.  “Has Mr. Onedin always been such a sour-faced grouch?”  “Well let me put it this way, miss.  Mr. Onedin was never the sort of man to pick an argument with.”  He counsels her, “I can only advise that you . . . well, keep quiet, speak only when you’re spoke to, and pussyfoot around as though walking on eggshells.” Baines paints quite a picture, perhaps not precisely, but near enough, accurate.  “I was hoping for something more positive,” she turns to him, “What would please him most?”
     No doubt with Capt. Baines help, Leonora hits upon having her father, a coal mine owner, offer James a long term contract to ship his coal out and bring iron ore back.  His offer is mutually beneficial to both men, and with contracts none too plentiful at the time, James accepts, even knowing it was Leonora behind it.
          “. . . it was my daughter’s idea.  She seems to have taken quite a fancy to you,” Biddulph explains, and James lifts his head a little cautiously, as Biddulph continues, “I must confess I cannot for the life of me understand why.  Personally, I find you a rude, ill-mannered boor, entirely devoted to self-interest.”  “Well I never allow sentiment to interrupt business,” James speaks honestly.  
     Later, at a dinner party, James is highly uncomfortable at Leonora’s steady, adoring gaze.  Then as the women sit apart from the men, Elizabeth asks Leonora if her house is large.  Leonora says they have both a small house in town, and a large old one in the country that is supposedly haunted.  Elizabeth rises and teases, “No doubt the shade of an owner crying for lost profits.  I’m sure my brother [James] will find it excellent company, should he accept your invitation.”  James looks peeved.  Leonora innocently assures Elizabeth, “Oh, he will.  He must.”
     James’ ship, the “Minstrel”, with Fogarty as captain, is wrecked, and it is discovered that it was repaired with sham bolts.  Very public accusations fly from Fogarty and Plimsoll, Biddulph’s friend, about whether the ship was overloaded by James and repaired improperly by Frazer’s shipyard.  Biddulph withdraws his contract from James.
     Upon investigation, the accusations are proven false, and Leonora convinces her father to honor the contract with James after all: 
     The bell rings at James’ house, a quick knock on the parlor door, and in bursts Leonora.  “Oh, am I interrupting?” she asks.  “No, I was just leaving,” Elizabeth answers.  “Not on my account, Mrs. Frazer,” the ever-humble Leonora offers.  “Oh no, Miss Biddulph.  My interview is at a conclusion.”  Elizabeth gives a quick sisterly kiss to James’ cheek, which he bends to offer her.
     “However, should you wish to apply for the position of unpaid housekeeper and drudge, I’m sure my brother will give you a sympathetic hearing,” Elizabeth teases, to which James closes his book loudly and hmphs.  Elizabeth bids her brother goodbye and leaves.  The servant closes the door behind as she herself exits.
     “Oh, I should love to apply,” Leonora ingenuously directs at James.  “I’m a most excellent cook.”  “Mis Biddulph, my sister has a somewhat acid sense of humor.  It’s a family trait,” James explains in an ironic tone.  
     “Oh,” Leonora says softly, then turns quickly to say to James (as he retreats to the other side of the room with his back turned to her), “I called to tell you the news of the coal contract.  My father has changed his mind.”  “Yes, I’d heard . . . led me to gather that he could no longer sustain his offer,” James acknowledges.  “No.  What I meant was, he’s been persuaded to change it again,” she runs round following his movements.  “You are to have the contract.”
     James looks at her with a scowl.  “Persuaded?  By whom?”  “I always get my own way, Mr. Onedin,” she smilingly answers.  “Oh, aye,” he says with a change of attitude, and at last, a smile.
     When James rescues Caroline Maudslay (S3 E2), Leonora finds out the story while she is visiting Robert and his wife Sarah.  To Leonora’s inquiry whether Mrs. Maudslay is recovered, Robert affirms it.  “You know, she’s worth a pretty penny, Sarah,” he informs.  “Apparently Maudslay was a man of very wide business interests.” 
     Miss Biddulph asks more about Mrs. Maudslay, including, “Is she very old?”  Robert estimates “pushing 30 . . . It’s hard to tell, really.  When I saw her, she was dressed like a seaman.  Her hair was all matted and her face all blotchy through being at sea for too long.”  Leonora seems satisfied at that unbecoming description.
     The miners at Biddulph’s colliery strike, as part of a more generalized strike in the area.  Biddulph is intransigent about negotiating with the miners.  This time Biddulph and his friend Plimsoll are at odds over the situation.  This, of course, is going to affect the Onedin Line, contracted to ship for Biddulph.
     James’ sister-in-law Sarah is involved with a charity group providing a soup kitchen.  Leonora is in attendance at their meeting, where Leonora tells Sarah at the refreshment table, “I thought it a very pretty speech, Mrs. Onedin . . . Such a markedly sweet name, don’t you agree:  Onedin?  Mrs. Onedin, what was James’ wife like?” James’ sister Elizabeth answers Leonora, “One of the finest women who ever lived,” though Elizabeth was not always as generous toward Anne while she lived.
     Leonora brings a basket for one of the striking miner’s wives, a former servant she thought of as a friend.  Her charity is not met with appreciation, nor friendship.  Since the woman is no longer Leonora’s maid, she doesn’t feel obliged to make a pretense of such feelings.  
     “But I only want to help,” Leonora pleads.  “You can best help by persuading your skinflint father to unlock colliery gates.”  “Yes, but he will . . . I’ve heard him say so often.  The moment the men promise to go back to work.  Your husband could persuade them to do that.  They’d listen to him, and he would listen to you.”
     Mrs. Mercy fixes her steely gaze on Leonora, “I’ve told my husband, ‘You go back before strike’s won, and I’ll leave ya.’”  Like Anne had, Leonora is learning something about the lives of the poor, so different from her own.
     James, in order to keep his ships running, though he thinks Biddulph foolish for his intransigence, decides the way to break the strike is to get the miners drunk and get them to sign on as sailors.  
     James brings Mrs. Mercy’s drunk husband home with his bonus bread and cheese, and her allotment note, then takes him off to ship.  She’s not happy; her husband, with some others, refuses to serve, and is arrested for breach of contract.
     Leonora brings her the bad news:  3 months hard labor.  Leonora wrongly concludes that the woman is worried about the disgrace.  “You poor, innocent idiot, with your educated notions of what’s right and what’s wrong . . . I don’t worry about him.  I worry about me.  I’ve no man, no money coming in, no food, and in a day or two, no house.  Do you understand what your fine friends have done?  They’ve destroyed a village.  All the able-bodied men have gone to sea, and they’re working the mines with wagonloads of blacklegs, and my Eric’s rotting in jail.”
     Leonora takes the offensive, “Yes.  And who’s to blame but himself?  Mr. Onedin came to this village and of his charity [Leonora is rather too charitable toward James’ self-interest, but he did provide them a way to feed their families.], offered food and work.  Had your husband stuck to his part of the bargain—freely entered, mark you—he would not be in the straits he finds himself in now . . . and you would be in monthly receipt of his allowance of wages just as though he were here.”
     Mrs. Mercy punctuates that speech with pointing out that her husband was drunk, and that’s not the same as freely signing up (too bad that he chose to let himself get drunk).  “Why are you so intent on springing to the defense of this paragon of virtue?”  Mrs. Mercy asks through her teeth.  Leonora answers frankly, “Because he is the man I plan to marry.”
     Leonora tries her best to become indispensable to James.  When James get home from a voyage (S3 E3), she has tried to make his house a home.   There are flowers and place settings on the table.  Leonora comes in telling him she has prepared a meal for him.  “I could not bear to think of you coming home to so much dust and silence.  Your sister, Mrs. Frazer, gave me the key.  Did you notice the flowers?” Leonora asks.
      James absently acknowledges the flowers and asks if there were any letters for him, as he takes off his jacket.  Anne’s smiling portrait hangs over the fireplace.  Yes, Capt. Webster brought a letter from Braganza.  
     Leonora ventures, “I thought you might feel the want of company . . .”  “I’ve managed very well up ‘til now,” James grumbles.    When she continues about having reworked his cushions, he tosses “Ah, well I’m grateful” over his shoulder as he opens Braganza’s letter.  “Your gratitude is not exactly fulsomely expressed,” Leonora says quietly looking down.  He’s paying enough attention, at least, to respond, “Well, you mustn’t mind me . . .  You’re very young.”  “If you mean ingenuous, you were glad enough to secure my help with Father,” she tries to draw him out.
     He looks over at her, then, “His [her father’s] concerns were attended to with the utmost dispatch.”  “What I meant was, I thought you would appreciate my coming here.  Simply that.”  “Well, I’m obliged,” James says in a less than obliging way.   But when there’s a knock at the door, he doesn’t hesitate to tell her to see who it is and to tell them he’s not at home.  He’s used to commanding others.  She runs to do his bidding.
     Sarah, James’ sister-in-law comes in.  She’d missed James at the quay.  He gives her a brotherly peck in greeting.  She’s full of concern, “Frazer will not see me, nor will his lawyers.  And the steamship has been moved from the dock . . .”  “He can’t move the ‘Anne Onedin’,” James states.  But it’s been moved.  Then she brings up the family matter that she is so very concerned over.  James goes to the door where Leonora stands, “Oh, Miss Biddulph’s kindly been attending to the house in my absence, but she was just about to take her leave.”  Leonora almost pleads, “If there’s nothing more I can do.”  “No, I am obliged,” James repeats.  She smiles and leaves, and he scoffs as he closes the door.
     Another day, Leonora comes into James’ drawing room to find Caroline Maudslay there.  Caroline asks who she is, then recognizes her father’s name.  Leonora says he is a coal exporter.  Caroline says, “Oh, of course.  James hasn’t an acquaintance who is not of some use to him.”  Leonora says that’s a pity, “It encourages his selfishness.”  
     Caroline plays a catty game with Leonora, first calling Leonora James’ staff, then purposely “mistaking” her as “the person who made those dreadful cushions.”  She suggests Miss Biddulph could make herself useful, with the implication she should leave, but Leonora insists she will also wait for James there in his parlor.  We don’t ever see what happens when he arrives, or doesn’t.
    Leonora works with her father in his business office.  In season 3 episode 4, Jack Frazer has come to their office hoping to get the Biddulphs to contract with him, rather than James.  He and James are in a competition to get a shipping contract for the building of a railway in Brazil.  But, Leonora firmly tells him, “Mr. Frazer, if my father were here, he would tell you the same thing.  He has a firm commitment with Captain Onedin, who carries all Father’s coal.”
     “Hmmm.  I understand that you persuaded your father to give that contract to Onedin,” Frazer says.  She admits unabashedly, “Yes, but I’m afraid I hold no such influence with the Brazilian government, so there your chances are much better.”  Frazer matches her smile with his own, “Indeed they are.  I have a vessel there already, and I’m going personally to speak to the principals involved.  I wondered if your father knew quite how ripe the market was for plucking.”
     “Whether he knew or did not, his answer would be the same.  He has made a promise.”  “Hmm.  Highly commendable,” Frazer thus hopes to commend himself to her and her father.  “I hope you’ll agree it was sensible of me to try.”   James comes into the office just then, and doesn’t seem upset that Frazer would try.
     Leonora begins to explain the reason for Frazer’s visit.  “Oh, I can guess what he wanted . . .” James doesn’t seem to mind.  Perhaps he feels secure in his position.  No doubt he would have done the same, attempt to persuade Biddulph to switch sides, if he were not already on James’ side.  James asks about her father, but he’s in Manchester.  James heads for the door.
     “Mr. Frazer seems to make great play of the fact that Capt. Fogarty is already on the Amazon with a steam vessel.  Is that the ‘Anne Onedin’?”  Leonora asks.  “Yes,” James answers her, “Only he renamed it the ‘Scots Lass’,” James doesn’t smile about that.  “And Mrs. Maudslay’s going, too? . . . And you’re sailing, too?”  “I shall be sailing on the ‘Osiris’ with a cargo of coal.”  She quickly asks, “Can I come with you?”  “Sorry, that’s quite impossible . . . I’m a believer in certain conventions,” James claims, and leaves.  She flips around in disappointment.  
     But then James tries to get Caroline Maudslay to sail with him instead of sailing with her uncle, Jack Frazer.  Caroline remains committed to her uncle.
     The whole adventure turns out to be a disaster for both James and Frazer, and longtime friend & business acquaintance/partner Braganza’s son gets killed as well.  James’ sister Elizabeth is inconsolable at his death.  As James leaves her parlor, Leonora is there in the hall, and he asks her softly, “Will you comfort my sister for me?”  She nods her consent and goes in to Elizabeth.  With a little hesitation on both parts, Elizabeth then leans against Leonora to shed her tears.
     Plimsoll returns to Liverpool to fight again for the implementation of load lines (S3 E5).  Once again, he sees James as the very epitome of proof that such load lines must be enacted by Parliament.  James is loading a ship with 450 tons of iron rails for Portugal.  He has made a set price contract to ship them in 2 vessels rather than the 3 the Frazer Line offered, in order to cut his price and costs.  Even Capt. Baines is concerned that the ship is overloaded, though he doesn’t admit as much to the crew, only to James the owner, with whom he’s had a close relationship for nearly 20 years.  James relies on Capt. Baines’ skill as a seaman to make the voyage, even if he hits bad weather.  
     Plimsoll has a fervent ally in Caroline Maudslay, and Capt. Fogarty, working for Frazer, incites the more discontent.  “Fogarty had the measure of Plimsoll well enough.  First lies about the ship [calling it a coffin ship], then to play on his vanity as ‘The Seaman’s Friend’.  This delay could cost me the contract, you know.  Court doesn’t sit until Monday,” James tells Robert and Leonora in his drawing room.  Robert worries about the consequences of losing the case, especially the consequences to himself.  James says he can also call witnesses, “David Griffiths, for a start.”  Robert recognizes the name.  “The ironmaster . . . The Honorable Member for St. Helen’s . . . I know the man.”  James asks Robert to go talk to him.  “They’re his rails I’m carrying.  He wouldn’t trust them to the ‘Ondine’ if he thought she was overloaded, would he?  There’s Baines.  He’d sware that she’s seaworthy, whatever his private anxieties . . . No honest surveyor can say that that ship is unseaworthy,” James is adamant.  
     “If you’d as much sense as you have pride, you’d take off enough of those rails to satisfy Sam Plimsoll, and the whole thing would be quashed.  Then you could still send Baines off tonight,” Robert advises.  “It’s not just this one voyage . . . It’s what they call a fixed price contract,” James explains that he won’t get paid any more for sending 3 ships than 2.  Robert leaves, asking, “What would Anne have said?”
     “Oh, don’t look so downcast,” Leonora tells James as he sits sullenly.  “I’m sure the ‘Ondine’ can reach Lisbon in time; even if she doesn’t sail till Monday.”  “Hmph.  She’d need a favorable wind all the way.”  Leonora gets up, “Well, I must be going.  The presence of my carriage outside will be arousing gossip.  Not that I mind, of course . . . What people say . . . Of my visiting an eligible widower unchaperoned,” she tries to get a response.
     “Young lady, I have much on my mind, but it certainly doesn’t include concern about gossip,” James gets up to help her with her coat.  “I’m sure your wife would have been a comfort to you at a time like this.  I’m very sorry I can’t be.”  James gets an amused look on his face, “You know, if Anne were here, she’d have led those men out herself.”  That causes Leonora to turn quickly, astonished.  Anne’s reaction could certainly be a matter of speculation for those watching.  Before their reconciliation (S2 E5-6), no doubt that would have been the case.  It’s less certain after that.  She would have done all she could to persuade, but probably would not take direct public action against her husband.  
     James assures Leonora that Fogarty and Frazer won’t win.  She tells him her father says they’ll do anything to win, and that surveyors, “don’t make very much money in an honest way of business.”  Rather than expecting that James will try to bribe the surveyor, her father thinks his opponents will.  Compare Biddulph’s attitude in the first episode of season 3.  
     Suddenly James gets one of his ideas.  “Miss Biddulph, unless you are in a haste, perhaps we could just use your carriage to go down to the harbor.  Arouse some gossip.”  She smiles back at him as he holds the door for her.  The gossip he intends to arouse, of course, is whether Fogarty or Frazer bribe the surveyor to say what they want him to say.
     Leonora doesn’t figure much more in this episode, as Caroline does.  She and Plimsoll end up sailing with James and Baines.  A fearful storm comes up, but they get through it safely under Capt. Baines’ command, James resisting pressure to take over, to prove that it’s not just him, but any competent seaman that could succeed.  Nevertheless, James decides to have loadlines painted on his ships . . . as long as he, the owner, makes the decision, rather than some far away government official.
     When little Charlotte, James daughter, turns 2, her aunt Sarah plans a birthday party for her (S3 E6).  Attendees include Robert & Sarah, Elizabeth, Caroline, Leonora, Capt. Baines, and surprisingly, Capt. Fogarty.  Also surprisingly, Charlotte’s grandfather, Capt. Webster isn’t there (we will yet see him in season 3 episodes 9 & 13, with mentions of him in episodes 11 & 12).  James comes in late, not realizing that it’s a birthday party.
     James is in a good mood, even smiling at Leonora when he nearly collides with her as she’s carrying a load of dishes, and comments that he’s saved her yet again.  He greets Fogarty without rancor.  
     “You know, she’s getting to look more and more like you, sir,” Capt. Baines tells James about his daughter.  “That’ll stand her in good stead, won’t it?” James replies without bitterness in his sarcasm.
       Elizabeth says, “It’s ready.”  Caroline invites Capt. Baines, “I expect you to enthrall us with tales of your adventures.”  No sign of Charlotte’s older cousins, who would supposedly be about 12-13, so perhaps they would be at boarding schools.  Leonora announces, “Here we are . . . And little Charlotte’s going to blow out the birthday candles.”  Charlotte’s cries don’t sound delighted at that, or at the party.  James’ face suddenly doesn’t look too delighted, either.
     “Birthday?” James growls as he rises from his chair.  Charlotte is screaming.  Elizabeth tries to soothe James, rather than Charlotte, “James, Anne is dead.  It’s the living who needs your affection now.”  Sarah concurs, “If you persist in going on like that, poor little Charlotte will never be entitled to celebrate her birthday.”  James rushes out the door.
     “Sometimes I think he hates that poor child,” Sarah bemoans, though when he first entered, James almost even smiled at his daughter.  “No, he don’t, ma’am.  It’s just today . . .” Baines attempts to defend his friend.  “Oh, he begrudges the poor little mite her life,” Sarah continues.  “That’s a terrible thing to say, Sarah,” Robert says to his wife.  “Well, it’s the truth!” she exclaims.
     All look uncomfortable.  “Oh, after all the trouble I’ve been to, he might at least have had the decency to sit down and eat with us,” Sarah fusses more for her own sake than Charlotte’s.  “Perhaps you shouldn’t have gone to all that trouble, Sarah,” Elizabeth chides her.  “Perhaps you should have left well alone!”  The dysfunctional side of the family cracks at the surface.
     “Excuse me, ma’am,” Capt. Baines gets up, “I . . . I think I’ll go out and see Mr. Onedin.”  Quite probably he intends to chide rather than condole with James, as he quite often acts as James’ conscience, too.  Yet their way of relating to one another is different than James’ family.
     “It’s Charlotte’s birthday, let’s not spoil it,” Caroline implores.  “Miss Biddulph, will you help Charlotte blow out the candles?”  Robert brings Charlotte over in his arms, and with soothing words, bends down for her to blow.  Leonora counts, “One, two, three . . .” and all within range blow.
     After the party Elizabeth talks of Caroline’s upcoming voyage with James to collect rubber seeds from Brazil.  She imagines it will be a romantic one.  She imagines that the birthday party served Caroline’s purpose:  “What else do you think made James change his mind [“about going to the Amazon after all?” Caroline inserts] . . . James has never been one to involve himself in family matters.  Particularly our family.  He should marry again to escape us.  But she’ll have to be someone special.  Someone who will comfort him, who won’t cry on his shoulder.  Someone who knows her own mind, like . . .”  “Like his late wife,” Caroline finishes the thought.  
     “You seem to forget one thing,” Caroline reminds Elizabeth, “Should James wish to marry, there is a bride most willing.”  “Leonora is a nice girl,” Elizabeth says.  They both giggle.
     Leonora walks down the steps to the quay and watches the Onedin ship “Osiris” as it prepares to sail, with Caroline aboard.  Baines tells Caroline, “It’s good to have a woman aboard again, ma’am,” perhaps because he knows James likes her, and she seems to be helping him get past his loss.  Caroline looks back in Leonora’s direction, pleased.  Leonora looks in Caroline’s direction, sad.
     After they’ve sailed away, Leonora sits making a pencil drawing of her favorite subject.  
     She goes to Elizabeth for the key to James’ house.  “I thought I’d dust the upstairs rooms.”
     While visiting Sarah, Leonora enjoys looking at photo albums Sarah is showing her.  “Oh, and there’s little Charlotte,” Sarah points her out in the picture.  “Oh, isn’t she lovely?” Leonora admires.  “James must miss her very much,” she’d like to think.  “He can do no wrong in your eyes, can he?” Sarah asks her in less than like-minded tones.  “He’s not the only man in the world, you know.”  “No, but he’s the only one that I want,” the young woman exposes her fixation.  “You don’t mind . . . I mean you’re not against me,” Leonora hopes.
     “Oh, no, I’m all for it.  The sooner you do, the sooner Robert and I can get on living our own lives again,” Sarah exposes her fixation.  “If only I could get him to notice me,” Leonora pleads.  “They say the way to a man’s heart is through his stomach.  But I very much doubt if it’s the way to James Onedin’s heart,” Sarah comments.  “No, I found that much out already.  I mean, I’ve cooked his suppers, I’ve cleaned his house, and then he sails off to Brazil with her.”
     “Oh, he’s not interested in Mrs. Maudslay,” Sarah doesn’t see, or at least doesn’t admit to Leonora.  No doubt she knows Caroline would not be as likely to take James’ dependents off her hands.  “I wish I could be sure of that.  She has such an air of confidence.  Mrs. Frazer has it, too.  When I went to pick up the key to James’ house last week, Capt. Fogarty was there,” Leonora mentions innocently.  “Oh, I forgot . . . I have to make out an order for some soap,” Sarah gets up uneasily.
     Leonora doesn’t guess anything.  “He’d come to pick up a letter.  But by the way he looked at her . . .”  Sarah interrupts stoutly with, “Capt. Fogarty is a very old friend of the family.”  “Oh, I didn’t wish to imply anything improper.  It was just that it made me think that Capt. Onedin never looks at me like that.”  “Yes, I know,” Sarah says softly, looking at her.  
     “How’s Mr. Robert?” Leonora asks suddenly, to change the subject.  “Working hard.”  “On his campaign?”  “Aye, and it’s a busy time in his shop.”  “My father says he has a great political future,” Leonora imparts.  “Robert could be as important as Samuel Plimsoll.  If he’d campaign more, that is,” Sarah has changed her tune since episode 3 of this season.  People do.
     “Well then, you must see that he does,” Leonora advises.  Sarah shakes her head.  “It means traveling.”  “Well then, he must travel, and you with him,” Leonora rises.  “And who’d look after Charlotte and the shop?”  “Well as for the shop, you’d have to find somebody.  But I’d willingly look after Charlotte,” Leonora offers.  “You would?” hope rises within Sarah as she physically rises.  “I’ll try . . .” Leonora offers again, not feeling as confident as she’d like, in more than one way.  The women smile.
     In fulfilling her offer, Leonora struggles to keep up with ironing and caring for a crying toddler. She’s obviously not had much mentoring or practice.  As she goes to change a dirty diaper, she sees spots on Charlotte’s tummy.  Who’s she gonna call?  No phone, no one else in the house . . . At least she puts Charlotte in the crib before running off with the iron still sitting on whatever she was ironing.  She runs out to Elizabeth’s, which must be close enough to get to within a few minutes.
     Charlotte keeps crying for Mama, Mama, Mama.  She doesn’t know she doesn’t have a momma, but those are the kinds of sounds earliest children speak.  Apparently, no one has insisted she say Aunty, Aunty, Aunty (Sarah being her main caregiver).  
     Leonora rushes in Elizabeth’s unlocked front door in a panic.  “Mrs. Frazer . . . Mrs. Frazer . . .” When Elizabeth comes rushing in herself, Leonora bursts forth, “Oh, Mrs. Frazer, I’m terribly sorry to disturb you, but there’s something the matter with Charlotte . . . it’s a rash.”  “Have you sent for the doctor?”  “No, I . . .”  “Well, where is she now?” Elizabeth interrupts.  “She’s in the house.”  “You mean you left her there alone?”  Elizabeth runs out, after she grabs her hat.
     When Elizabeth looks at the rash, she says with relief, “It’s alright.  It’s just a soreness.  Have you got any powder?” Leonora runs to get it, thanking Elizabeth for coming.  Elizabeth notices the iron, and thankfully it hasn’t burnt the ironing too badly, let alone started a fire.  
     After the crisis, Elizabeth and Leonora sit at tea without looking at one another.  “You don’t like me very much, do you?” Leonora asks James’ sister.  “You make a good cup of tea,” Elizabeth dryly compliments what she feels she can.  “You know I want to marry your brother . . . and your allegiance is with Mrs. Maudslay.”  “Allegiance?  You make it sound like a war.”  “Isn’t it?  “Well, if so, the spoils are most meager,” Elizabeth considers it so.  “I thought you’d understand.  You of all people,” Leonora tenders.
     “What do you mean by that?” Elizabeth asks sharply.  “Have you been listening to gossip? . . . If you think Daniel Fogarty and I . . . I really don’t see why I should explain myself to you.”
     “I intend to marry your brother,” Leonora is firm.  “That’s your affair,” Elizabeth says, not kindly, “but to use an innocent child . . .”  “I’m not using her, I’m looking after her!” Leonora defends herself.  “And not very well,” Elizabeth says uncharitably.  She, after all, had servants and other helpers in caring for her child.  She doesn’t offer Leonora any mentoring.  “At least I’d give her the affection she needs, if I were given the chance,” Leonora argues.
     “You’re not right for James, you know.  I’ll tell you that now,” Elizabeth is forthright.  “How do you know?  How could anybody know till it’s put to the test?” Leonora says passionately.  “My concern is not for my brother.  He can take care of himself.  But you have my sympathy,” Elizabeth is almost sympathetic.  “I don’t need it, I assure you.”  “You will . . . If you ever succeed in marrying him, James will make your life a Calvary [reference to the crucifixion of Christ].”  “I’m not made of butter, Mrs. Frazer.”  “I can see that,” Elizabeth leaves.  If Leonora were made of butter, she would surely have melted into tears after that conversation.
     Before James sails to Havana (Caroline going along to meet with her deceased husband’s former partner about the state of his estate, S3 E7), Leonora comes to look after James’ home.  On this occasion Capt. Fogarty escorts her there.
     “In future, Miss Biddulph, I hope you won’t be foolish enough to go walking along the quayside alone after dark,” Capt. Fogarty advises her.  “Yes, it was foolish of me.  I keep the house clean for Capt. Onedin,” she explains.  “Aye, so I’ve heard,” he tells her.  Word gets around, though he does know the family quite well.   He bids her good night, but she calls him back.
     “Capt. Fogarty, I wouldn’t want you to have the wrong impression of my visiting Capt. Onedin,” she says.  “Why you come here is none of my business,” he is either gallant, or uninterested.  “Yes, I know, but it’s my duty to assure . . . “
     “You don’t want to be the cause of any malicious gossip that might harm Mr. Onedin,” he can easily surmise.  “Yes, exactly.”  “Well, it’s one way of catching a man, I suppose,” he’s a bit cynical.  “But not mine!” she protests.  As he turns to go she says, unadvisedly, “We’re not all like Mrs. Frazer, you know.”  He swiftly turns to face her, “What do you mean by that?”  “Oh, I’m very sorry.  I didn’t mean that,” she tries to retreat.
     James walks up just then, “Are you here to see me, Fogarty?”  “No, I, uh, just brought Miss Biddulph home,” says Fogarty.  He bids her goodnight and leaves.  
     “Home,” James says as he closes the front door.  “No wonder everybody thinks it’s your home now.  The amount of time that you spend here.”  She follows him into the parlor.  “I didn’t think you’d be here yet.  I was to have your dinner prepared.”
     “I take it you know that Capt. Fogarty has a wife,” he challenges her.  “Course I do.”  “Well then if you take my advice, you’ll steer well clear of him.”  “I don’t think you understand,” she parries.  “Oh, I understand all too well the kind of man he is. [He seems still bitter, at times, for what happened when Elizabeth was young.]  In your own interests, stay away from him.  And you needn’t bother cook for me tonight.  I’ve already eaten.”  
     The sly look on Leonora’s face reveals that she thinks James is jealous.  
     After James sails, Leonora goes to see Capt. Fogarty on his ship docked at the quay.
     Capt. Fogarty sits in his ship’s cabin delicately working on a model sailing ship.  He rises with surprise as Leonora slips quietly down the steps.  “May I come in?” she asks.  “What’s that mate doing, allowing you below unannounced?” he charges the man as neglectful.   “Oh, that’s quite all right.  I said you were expecting me,” she says as she wanders the perimeter of the room.  
     “You said what?”  “And don’t concern yourself with my walking unaccompanied on the quayside again.  The coachman escorted me all the way down, is it the companionway, you call it?”  Fogarty lets out a sigh, “Now look here, Miss Biddulph . . .”  “Aren’t you going to ask me to sit down?”  “Miss, uh, Biddulph, are you in the habit of invading men’s privacy?”  She seats herself uninvited.  “I came to thank you for escorting me to Mr. Onedin’s home the other evening.”  
     “You thanked me well enough at the time.  Now look, Mr. Onedin may be foolish enough to suffer you coming and going to his house as you please, but I’ll not have it aboard my ship.”  “I really came to crave your pardon for that awful remark I made about Mrs. Frazer.  It was unforgivable of me.”  After Elizabeth’s reaction to such a remark, and then his, it would be clear that there was more to the story than that they were merely acquaintances.  
     “Why have you come here?” Fogarty sees through her ruses.  “I should have realized that you . . . well, that you have a certain regard for Mrs. Frazer.”  “I have more than a certain regard for her.  We were to be married once, before she met Albert Frazer.  And now, would you kindly leave?  I have work to do.”  That model ship is crying out for attention.
     “The master’s cabin . . .” Leonora tries again.  “The perfect retreat.  Cloistered from the wiles of women.  You know, James . . . Mr. Onedin, that is, he was very angry when he found us together the other evening.”  The light dawns on Capt. Fogarty.
     “So, you wanted to be seen coming here, eh?  You thought to use me in order to . . . you silly little . . .”  Fogarty doesn’t appear to be quite as old as James, but he’s no doubt considerably older than Miss Biddulph.
     “Kindly get off my ship, Miss Biddulph.  And don’t come back again, or I might . . .”  “Very well, Captain Fogarty, if you’ll allow me to pass,” she’s losing her nerve.  He plays it up.  “On the other hand, tisn’t every day that a beautiful young girl comes into a master’s cabin and offers to . . .”  He lifts his eyebrows, and we can’t help chuckle as she hastily retreats.  He laughs as well, “I’ll tell you something, Miss Biddulph, I’ve little time for Mr. Onedin, and why anyone should want to marry him is beyond me.  But if that’s what you want, you’ll have to stop behaving like a silly little girl and grow up.”  She rushes out.
     Leonora opens James’ door to Elizabeth with some surprise.  “Mrs. Frazer!”  “What’s this I hear about you visiting Daniel Fogarty aboard his ship?” Elizabeth sounds jealous.  Leonora admits she went there.  “You are aware that he has a wife . . .”  “Of course, I am.” Leonora’s gentle voice is in sharp contrast to Elizabeth’s sharpness.  
     “Tongues are wagging,” Elizabeth charges.  “Indeed,” Leonora says, perhaps remembering Elizabeth’s accusation that she had been listening to gossip.  “Well, if you’ve no consideration for his wife, at least have a mind to your own reputation.”  “I am most grateful, Mrs. Frazer, for your [supposed] concern on my behalf.”  “Stay away from Daniel,” Elizabeth reveals more about herself than anyone else by that remark and its tone.
     “Your brother has already advised me on that.  Tell me, is Capt. Fogarty Onedin property?” Leonora charges.  “There are matters you do not understand.”  “Then perhaps you’d better enlighten me.”  “It’s none of your business.  Just stay away from Daniel.”  If Leonora wished for Elizabeth’s acquiescence in her marrying James, it’s not likely to ever come after this encounter.
     James charters a ship from Frazer to sail for the Baltic with iron rails (S3 E8).  Fogarty is its captain.  It’s late in the season, and Fogarty doesn’t want to go, and neither do his crew.  Fogarty finds James at a musical evening Elizabeth is hosting to tell him that 6 of the crew have jumped ship.  “Well then hire six more.”  “No one will go north this time of year,” Fogarty expresses his doubts.  “Well, then sail without them.”  “I can’t do that.”  “I can,” James says with certainty.  
     “I shall sail, as owner.  This trip is obviously too important to be left to your discretion.”  Fogarty leaves, and James excuses himself to follow him on business. 
     James catches Leonora’s attention on his way through the room, and asks quietly, “Will your father be at home at this hour, do you think?”  “No, I should think he’d be still in his office,” she answers.  “Aye, uh, just a matter of business I want to discuss with him.  I’ve decided to take 2 ships to Sweden, you see.”  “Two ships!  He will be pleased,” she repiles.  “I’m glad you approve,” James says as he walks toward the door.
     But Leonora suddenly calls to him, “Capt. Onedin, may I advise you to seek him at home first?”  “Ah, thank you, Miss Biddulph,” he says as he leaves at last.
     While Leonora sent James seeking her father at home this stormy October night, she is taking the opportunity to speak with her father in his office first.
     “Two ships,” her father raises his eyebrows.  “I can certainly use all the pit props he can bring.”  As Biddulph owns coal mines, the support timbers (pit props) for the tunnels are a valuable commodity.  “There’ll be none from France while their strike goes on.”
     “And without them, you can’t open your new mine,” the informed and involved Leonora reminds her father.  “But I doubt if I can find the money to buy a second shipload overnight.”  “No, but I could,” she offers.  “I would like to invest some of grandmama’s legacy.”  “That’s to be held in trust until you are 25.”  “Yes, and you are the trustee.  What better investment could I make than your pit props, hmmm?”  Someone bangs on the door.  It’s James.
     “I had hoped to find you at home,” he says more to Leonora than to her father.  
     “I understand you are doubling up on your Swedish venture,” Biddulph says.  “Ah, news travels fast,” James says, again looking at Leonora.  
     “Well, now.  I had thought to take the ‘Oberon’, with Capt. Fogarty, but I have now decided to take the ‘Charlotte Rhodes’ with Capt. Baines as well.”
     “If only I had the capital available,” bemoans Biddulph.  “Oh, come, Biddulph, another shipload of pit props at the right price?” James encourages.  “Oh, Capt. Onedin is right, Father . . . I was just explaining that I have the money to underwrite your venture,” Leonora addresses the 2 men, each in turn.  “A true Biddulph, eh?  Eye on the main chance.”
     The elder Biddulph hesitates.  The younger Biddulph insists that the money be made available from her trust fund, and we already know that he bends to her will.  She then turns to James, “. . . providing I accompany you to look after my interests.”  James is not as easily swayed.  “Come on, Miss Biddulph, you cannot travel to Sweden unaccompanied.”
     “And what better chaperone could she find than yourself, Mr. Onedin?  I trust her in all things,” the flexible father knows what his daughter is after.  “Now my one concern is, can you be back before the bad weather?”
     “Oh, come, gentlemen,” Leonora rises to her feet firmly.  “This is no time for hesitation.  Unless we get these pit props, and get them quickly, our family business is in jeopardy . . . and so, Mr. Onedin, is yours.”  Biddulph extols her, “She’s my right hand.”
     “So, you think you can negotiate an agreement with the Swedes in time?” Biddulph asks James.  “Well, [with] your joint reserves behind me, yes.”  Biddulph smiles, Leonora smiles, James looks at Leonora with suspicion, but business trumps all, in his book.
     It’s now a sunny day as cargo is being loaded.  James is followed by Capt. Fogarty as he comes into the ship’s cabin.  “She is not my woman,” James explains. “She is my business partner.”  Fogarty is skeptical.  He already knows Leonora’s leanings.  “Miss Biddulph is risking her own money in order to buy every pit prop to be had.  Now, can we sail, please?” James is impatient.  “Aye, but taking a woman, a girl!, to the Baltic!” Fogarty exclaims.  Leonora enters the cabin, dressed all in furs.  She exchanges greetings with Capt. Fogarty, and he instructs the boy Tom behind her to, “See this lady gets the best cabin possible, will you?”
     “Isn’t it wonderful?” Leonora approaches James on deck, after they are underway.  “Aye, in some ways.”  And in some ways their partnership could be wonderful, perhaps if she weren’t so much younger than he (by at least 15 years).  “Oh, the air is so fresh!” she delights.  James points out a cloud “over there.”  “Well, could that mean snow?” her voice betraying how little she knows what danger it could hold.  Fogarty knows, “Aye.  And ice.”
     When they reach their destination, Fogarty is constantly anxious over how late in the year it is, and how early the ice is reported to be.  James goes ashore to negotiate, but local Count Erikson (who pretends to know nothing of business) and his business advisor Borg know about the strikes in France, know about winter closing in early, and know that James has brought a 2nd ship empty.  He triples the price.  James says he’ll let the man know, and leaves his office.  Erikson lets James know he is not likely to find any better prices from Erikson’s cousins.
      Leonora asks, “What’s happened?”  “Count Erikson knows why we’re here.  He’s holding me to ransom on price.”  “Oh, but surely there are other timber merchants,” Leonora says.  “No, he and his family own everything.”
     “Are his prices so excessive?” Leonora asks more.  “Aye, they are.”  “So what do we do?” asks Fogarty.  “We sit and wait,” answers James.  “Until he changes his mind.”  Fogarty protests loudly, “You know we have no time!”  James is sure that he will deal, rather than lose the deal.  
     Capt. Fogarty points out that they have more to lose than just the deal, it could mean the loss of 2 ships . . . one of James’ and one of Frazers’.  He brings up the cold they all feel to the bone.  “Pit props or no pit props, we must get ourselves back to Liverpool now! While we still can!”  He punctuates his demand by pounding the desk.  
     James listens calmly and asks Capt. Baines for his opinion.  “Well, we haven’t time to wait too long, sir,” he says, taking his pipe from his mouth.  “Miss Biddulph?”  James gives her a chance to speak, “. . . Your money’s at stake, too.”  
     “By how much has Count Erikson raised the price?”  “He’s trebled it.”  “I see.”  
     “So we sit and freeze, and go back too late, and risk everybody’s life, including Miss Biddulph’s,” Fogarty shouts his appeal--either to Leonora’s feelings of vulnerability, as he supposes, or James’ protectiveness, either for her sake or her father’s.  He has been angry about James’ decision to come on the voyage from the beginning, not without reason for concern.  He excuses himself to her, storms out, slamming the door behind him.
     “I’ll not be worsted by Erickson,” James states firmly.  “Look, he knows that if he leaves it too long, we’ll not be able to get away at all.  He’ll come down in his profit.  I’ll not give in!  I’ll sit him out!” James can be stubborn as a child.  His pride is unbending.
     Leonora decides to talk to the Count.  There’s clearly some attraction between them, but she is a businesswoman.  “Would you take double the old price for your timber, today?  If not, we sail to England tomorrow without it.”  “My dear lady, how peremptory you are.  I’m afraid these are matters I know nothing of.  Borg can help us, no doubt.”
     “Count, the money backing this enterprise is my father’s . . . and mine.  And I am here representing him . . . and me.”  She lets herself look vulnerable.  May I have some sugar, please,” she gives some time for considering.  “Of course, Borg, the sugar,” Count Erikson looks steadily at the pretty young woman before him.  “Now, my dear, let us hope that an innocent aristocrat like myself and a businesslike young lady such as you, are not going to fall out over a few kronen,” he also lets himself seem vulnerable.  “Oh, I sincerely hope not, Count.”  They look and sound more like players in a love scene, than business associates in a business meeting. 
     Baines is ready to sail first, and James suggests Leonora sail with him.  She insists on sailing with James.  They bid Capt. Baines goodbye and wish one another good luck.  “I fear you should have gone with him,” James tells her.  “You made a good deal, though, young lady.”  “There are many things for which I am not too young, Capt. Onedin,” she responds. 
     As they sail, Capt. Fogarty keeps watching, scoping, for ice.  Leonora on deck, even decked in her substantial furs, complains that it is “Bitterly cold.”  “You would come,” James chides her gently.  “Are you sorry you did?” he asks.  “No.  Are you sorry?” she answers.  “You made a better deal with Count Erikson than I would have done,” James admits, then offers her  “Congratulations . . . Now tell me, that box that came aboard . . . a present from him?”  “In a way, yes . . . it contains explosive.”  James gets a concerned look on his face.  “Yes, it’s a sample for my father.  Count Erikson uses it all the time in his Swedish iron ore mines.  He wants my father to try it out in English coal mines.  He seems to think it will work quite well,” Leonora is unconcerned.
     James makes his way promptly below deck, calls for Ryan and young Tom.  After a quick knock on the open door, they stand ready to help in Leonora’s room, where the gift box sits at the foot of her bed.  “Secure this fast on deck,” James instructs them.  “What’s in it, Captain?”  “Explosives.”
     Ice is spotted, and soon the sea is afloat with it.  Men work aloft with rigging covered in ice and snow.  They pass ice bergs.  Young Tom aloft gives directions to the helmsman on steering to avoid them.  Suddenly they hit ice, there’s no channel, they’re stuck.  “There’s clear water about 100 yards beyond,” their lookout says.  “Might as well be 100 miles,” Fogarty says to James.
     “Can’t we get back?” Leonora asks.  “Not the ship.  We might . . . [afoot] across the ice,” Fogarty tells her grimly.  “Might [fall] through the ice,” James warns.  He gets one of those looks, and asks her, “Are you game for a risk?”  “What kind?” Fogarty asks suspiciously.  “With your life,” James says slyly.  “How would you rather die?  By ice, or by fire?”
     James goes over the side of the ship with dynamite, Fogarty with detonators.  They crawl gingerly over the ice to set the charges.  Returning to the ship, James pushes the plunger to set off the explosives, but nothing happens.  James figures the detonators are damp.  He takes fuses and goes back over the side.  All is intense waiting.  He pays out the fuse line as he crawls backward over the ice, then lights one end, and runs back toward the ship.  Before he gets to the ship he falls through the ice.
     Fogarty is going to go after him, but Tom, the young man who had guided the ship from above, now argues that he is lightest, less likely to fall through.  He manages to get James back to the ship, just in time for the blast.  The ice cracks open and they are able to escape and return to Liverpool.
     James decides to propose marriage to Caroline Maudslay (S3 E9).  He goes to his sister Elizabeth to recruit her help.  “Poor Leonora,” Elizabeth says.  “What’s it got to do with Leonora,” he asks.  “James, are you quite sure you’re making the right choice?  I doubt Leonora has any idea of your ‘intimations’ [he had called them].”  Though Elizabeth has had her differences with Leonora, she probably knows her friend Caroline and her brother James are not really suited to one another in the life each wants to lead, as well as their separate social ethics.
     Robert hears about the death of Mitchell (could he be the same man that had bought up the 5000 shares of the Onedin Steamship shares? S2 E13), who had bought up the shares of the Wirral Steam Navigation Company (S3 E3-4) that owns the “Scotch Lass” (the “Anne Onedin”).  The widow hopes James will bargain for the “Scotch Lass” as he did for the “Charlotte Rhodes”.  Fogarty is in command of the ship, and decides it’s a good idea to keep out of James’ sight.  James wants to keep his eye on the ship, and goes to Biddulph’s to see what he can find out.
     “Obviously Mr. Mitchell left the bunkering to Capt. Fogarty, and he’s just carrying on,” Leonora at her desk in the Biddulph company office tells James.   “Well, bunkering, I can understand.  But where’s he bound?” James asks her.  “Well that you’ll have to ask Capt. Fogarty.”  “Or Mrs. Mitchell,” James mutters discontentedly. 
      “Another thing that puzzles me, why has Fogarty brought his business to you? . . . [The ship’s]  always coaled in at Hudson’s.”  “Well, now there’s a very simple answer, which I am sure you will understand . . . We’re cheaper.  And is there any reason why we shouldn’t do business with whom we please?  It may surprise you to learn that we are not in business for the sole convenience of James Onedin.”  She can play a little repartee herself.
     Capt. Fogarty happens through the door.  James greets him, and he acknowledges.  “Outward bound, are you?” James asks him.  “Not yet.  First to pay my bill,” he hands a check to Miss Biddulph.”  James asks him to which port he is headed.  “Wherever my owner sends me,” Fogarty avoids.  “Your owner’s dead,” James lets him know he knows.  “Aye, but like John Brown’s body, the spirit lingers on.”  He leaves the office.  (Reference is to a US Civil War folk song)
     “Do you know where he’s bound?” James asks Leonora.  “Now that’s Capt. Fogarty’s business,” Leonora is amused at James’ expense.  “Surely you don’t want me to give you a lecture in discretion.”  “Oh no.  But you could do me a favor . . . I should very much like to know what Capt. Fogarty’s intentions are.”  “Now the man is not a fool . . . he took very particular care not to tell me what his intentions are,” Leonora tells James.
     “Looks like all roads lead to the grieving widow, then.  I had hoped to avoid that,” James says as he heads for the door.
     Robert remembers Mrs. Mitchell (neé Ada Felton), and Elizabeth remembers her, but James doesn’t.  Robert thought she was enamored with him as a youth, she was in the shop so much, but actually it was James she was interested in.  
     James offers the widow, “For a controlling interest in the company, and possession of the ‘Scotch Lass’, you can name your own price.”   Either it’s that important to him, or he thinks/hopes she is unfamiliar with the ship’s worth, especially to him.
     “Oh,” she says softly, with sly eyes.  “I’m, a . . . I’m just facin’ up to it . . . the prospect of idle days.”  “I’m sure Mr. Mitchell left you well provided for, and well, what with my offer, I’m sure you could . . .”  “It’s not the money . . . Your wife, she died in the most tragic circumstance.  How did you manage?”  He isn’t willing to reveal himself too deeply to her (nor, anyone, really).  “Oh, I busied myself.”  “Well, it’s different for a woman.”  “Aye, well I can’t help you there.”
     “They say . . . the rumor was, your wife . . . well, her dowry was just a ship and the clothes she stood up in.”  “That was years ago, Mrs. Mitchell,” James grumbles, “and private.”  But then he opens up enough to tell her, “As a matter of fact, I’m thinking of marrying again.”  “Marrying again? . . . Who?”  He hasn’t taken her hints.  “Well now, that’s private, too.  Now, come on.  About the ‘Scotch Lass’ . . .”  “She’s not for sale,” she says suddenly as she realizes that he isn’t for sale either.  
     “I don’t know how you can come here and upset me at a time like this,” she tries to cover herself.  “Your brother Robert as well . . . . I won’t discuss it further.  The ‘Scots Lass’ is not for sale,” says the woman who conceives of herself as scorned.
     James finds Leonora in the Biddulph office again; he’s looking for her father.  “I just wanted to know if there was any news of Capt. Fogarty.”  “No, he’s on a time charter to France, I believe . . . James, I’ve been to see Ada Mitchell.  I thought I might persuade her to sell the ‘Scotch Lass’ to you.”  “But you didn’t.”  “No, but I’m very glad I went, because she told me you were considering marriage.”  “Well, yes,” James the coward makes an excuse, “I have my daughter to consider.”  Leonora smiles.  Poor Leonora, as Elizabeth said.  “That’s not my only worries, though, Brother Robert’s avoiding me for the usual reasons.”  Then James moves on.
     But Robert comes along looking for James at the Biddulph office.  “I’m not avoiding him; I’m trying to find him.”  He leaves, but comes back in, “Oh, your father wouldn’t happen to have access to a steam tug, would he?”  “A steam tug?  Well, I’ll see what I can do,” Leonora offers.  He leaves again, and she toys with the idea of being able to call him “Brother Robert.”  Robert goes home, looking for James there, but he’s not there either.
     Robert excitedly barges in on James’ intimate luncheon with Caroline, which Elizabeth has so thoughtfully provided as a setting for him to propose to Caroline.  He has found out where the “Scotch Lass” is.     
       “Fogarty’s gone and anchored right over the Wallasey Cable, and the tugs won’t touch him.”  “Why not,” James asks.  “Well, they don’t wanna be held responsible for damaging the cable.  They’ve been out, but they’ve come back to consult their owners—insurance or something.  Now if you’re smart, you can get out to him yourself.”  
     “Well, I haven’t got a tug.”  “Well, I’ve arranged for one, through Miss Biddulph,” Robert tells him proudly.  “It’s standing by with steam up.  Look, if you’re smart, and you can get Fogarty off that cable, he’s a sitting duck for salvage.  You’ll even get the ‘Lass’ back, if the bill is big enough.  Come on.”  Robert opens the door; James has at last been called to his usual demeanor.
     “If you’ll excuse me, Caroline, eh?”  As he starts to leave, she calls him back, but he puts her off, “This is business, you know.  Come on, follow me, Brother Robert.”  They leave.
     James is able to rescue the “Scotch Lass”/”Anne Onedin”, thanks to the tug Leonora arranges for he and Robert, and then to claim it as salvage.  He goes back to Caroline to tell her the great news, but she is offended to feel herself at the bottom of his agenda, and refuses him.  
     James is required to give one of his client’s sons passage home from Africa (S3 E10).  He begins to formulate a scheme to develop an African trading empire.  James sends Capt. Baines up river in a small steamboat to see if it is navigable.  He is to take the young man’s African mistress with him, as she is from up that way.
     James comes home whistling, hears the fire crackling, looks puzzled as Leonora greets him.  He sees the table all set, and she tells him, “I thought we might have supper together.  Welcome home.”  She hands him a drink.  
     After supper Leonora lights his cigar and retakes her seat.  “Miss Biddulph, there’s something I wanted to ask you.”  She looks expectant.  “Why is, um, why is your father looking elsewhere for someone to carry his coal?”  Her eyes and face fall.  “I’ve never let him down,” he goes on.  “His coal’s always been delivered without delay.”  “No, I’m sure he has no complaints on that score,” she recovers herself.  “What then?  I’ve come to depend on that contract.  He’ll find nobody cheaper.”  “But plenty as cheap, and he has nothing to lose by making a change . . . Oh, James, you could be such a big man, but you must widen your horizon,” Leonora tries to open a vision to him.
     “Hmm, that’s just what I’m thinkin’ o’ doin’,” James tells her.  “You spend too long at sea.  You’re not a master, now.  You’re an owner.  You should leave the sailing to others now.  Settle down and remarry.  Until you do, you’ll never gain the success you wish for yourself.   You were telling me yourself you were thinking of marrying, and . . . ever since, I . . . I’ve been waiting for you to ask me,” she gingerly dares to say.  He’s only punctuated her words with a lot of Hmms and Umms, as he looks through his paper.  
     But now he looks up at her.  The moment is interrupted by a demanding knock at the door.  “Ah, Fogarty, I’ve been wanting to talk to you.”  Fogarty wants to talk to James.  “I’ve just come from Elizabeth’s.  Now she’s running off to London with that ass you brought back from Africa.”  “Well . . . going to London, eh?” James the bemused brings him in the room.  “Is that all you can say?” Fogarty reacts strongly.  “Any advice that I give to Elizabeth, she invariably does the opposite,” James has accepted.
     “You do know what’s likely to become of her, don’t you?” Fogarty is concerned, to put it mildly.  “Oh, if she insists on going to London, my sympathies lie entirely with the Londoners,” James teases.  “If she goes to London, she’s gonna end up with a . . .” Fogarty is interrupted by James saying, “Fogarty, how would you like to become manager of the Onedin Line, eh?”  But Fogarty is in the middle of saying, “Running off to London with a man she doesn’t even know!”
     “What did you say?” Fogarty suddenly realizes the conversation has changed.  It seems amazing that James would offer the position to him, knowing their longtime adversarial relationship, and what a mess Fogarty made of Callon’s company he married into.  But that was as owner, rather than manager, maybe he could manage that?  Callon had made him Marine Supervisor.  “I’m offering you the post of Marine Superintendent.”  Leonora moves a little closer to the conversation.
     “What are you up to now, Onedin?” Capt. Fogarty asks suspiciously.  “Tomorrow you sail in the ‘Charlotte Rhodes’, do you not?  Well, before you go, I should very much like to know if you are interested.  You see, I’m, uh, thinking of giving up the running of the shipping line.”  “Why?” Fogarty can’t help but be curious.  “To go to Africa,” James tells him plainly, briefly.  Leonora stands like a deer in headlights.
     Caroline Maudslay confronts James on his ship, accusing him of running away to Africa because she turned down his proposal.  He argues with her about that, saying that she has no right to say anything, and that pursuing another venture is not just running away.  
     A knock at the door signals the entry of Leonora.
     “What do you want, Miss Biddulph?” he asks her gruffly.  She sees Caroline and is a little cowed.  But she holds a magazine, “There is an article in this magazine which I thought you’d like to read.  It’s about that river in Africa . . . “I thought it would help,” Leonora answers simply.  “If James goes to Africa, he’ll need all the help we can give him.”
     “[If] James goes to Africa, he will go alone,” Caroline asserts, “It is hardly the place for a woman,” Caroline declares.  “No, indeed.  It would take a very devoted woman to follow a man out there,” Leonora understands. “Such women can be found, I suppose,” Caroline doesn’t want to admit that it might be someone he already knows, someone in the very room, someone other than herself or someone she chooses for him.  “James won’t have far to look,” Leonora would obviously be willing.  But would he ask her?
     “Sleeping sickness, eh?” James mutters.
     “Yes.  And problems of transport, labor, finance . . .” Caroline throws up whatever she can as a blockade.
     “I’ll not be deterred.” James tells Caroline.  “That’s why my father believes in you,” Leonora volunteers.  “Oh, he didn’t seem to yesterday,” James returns.  “A company in Africa.  He’d be prepared to invest in that, he says.”  “Oh, and on what condition?” James asks skeptically, remembering a previous investment in a voyage (S3 E8).  “None, James,” Leonora assures him.
     After James gets Baines’ telegram about the insurmountable obstacles in the African venture, he dismisses Robert from his parlor, so that he can talk to Leonora alone. Robert makes a hasty exit.
     “Do you really think it’s madness?”  Leonora asks James.  “For me?  Yes.”  He sits down, and she comes right over.  “The way you were talking the other day, you seemed . . .” she says.  
     “You know, Caroline thinks it’s just an escape.”  “Escape from what?”  
     “You remember I told you I was thinking of getting married again?”  “Yes,” she sits, again expectantly.  “But you couldn’t quite bring yourself to propose to me.  So you’re running off to Africa, instead.”  “No, no, no . . . that’s not what I meant.”  But he’s having a hard time saying what he meant.  
     “Oh, James, are the bonds of matrimony really so restricting?” she still doesn’t understand.  “I told you, there are women who are prepared to go out to Africa with you, and share in your adventures.  Make no demands at all,” she is enthused.
     “I don’t think of marriage as a slavery.  Otherwise, I would not have asked Caroline to marry me, would I?”  he finally dumps it on her.  James’ bluntness is swift, forceful, without slowing the crushing blow, and there is no soft landing.
     “You asked Caroline.”  “Yeah.”  “When?”  “Before my last voyage.  She refused.  She thinks, um, I only wanted to go [to Africa] because I was too upset to stay here.”
     Leonora has taken all this very bravely, considering all she has hoped for, and naively anticipated.  She now excuses herself, “I must be going.  My father will be home from his club soon.  He likes me to be there when he gets . . .”
     “Leonora, I had to tell you . . .” James attempts some sort of apologetic explanation.
     “Well, it’s no concern of mine, is it?”
     “Forgive me if I find that rather hard to believe.  Naturally, I don’t expect your father to carry on financing me.  He will probably not even want to carry on with the coal contract.”
     “Oh, I see!  I’m to tell my father not to give you a coal contract because you’d rather marry Caroline Maudslay than me?  Don’t you think I’ve been insulted enough?”  She runs out and slams the door.
     James buys a ship called the “Teawynd” from a Scottish shipyard renowned for quality (S3 E11).  He has a reception aboard ship and is approached by an American minister of a widespread Christian charity, wanting him to ship tea for him from China to Boston.  It’s to be another tea race between James and Fogarty, with the winner gaining a profitable long-term contract.  
     While visiting Elizabeth at her home, James tells her that he is Fogarty’s competitor, and she is discouraged as Fogarty was counting on being able to buy his own ship.  She also brings up Robert’s run for election to Parliament, with the expectation that he and Sarah will move to London.  Where will that leave James’ daughter Charlotte?  James scoffs at the idea that Robert would win, or ever move to London.  
     “Sarah and him’ll never leave Liverpool,” James is confident.  “No.  They’ll stay here and bring up your daughter,” Elizabeth chides.  “In a family atmosphere . . . Well what d’ya expect me to do?  Take the child to sea with me?”  James is getting animated.  “You could marry again.”  “Well you know I intended to, and you know the result.  Caroline refused me.” “There is Leonora Biddulph,” Elizabeth points out.  “Leonora,” James scoffs.
     James had decided to have his new ship outfitted with a luxury passenger apartment.  When the passengers come aboard, sulking James tells Capt. Baines to greet them.  He had offered to take Caroline & Elizabeth on this trip, only to be told the accommodations had been sold to relatives of his biggest shipping contractor, Biddulph.
     “Good morning, Miss Biddulph.  My apologies for not being on deck to greet you,” Capt. Baines is gracious.  Leonora then introduces, “Capt. Baines, may I present my aunt Lucy Armitage.”  
     “Excuse me for inquiring, but weren’t there 2 Miss Armitages?” Capt. Baines seeks clarification.  “No, Capt. Baines, Aunt Lucy and myself,” Leonora explains.  As Baines shows them into their accommodations, he asks, “Do you have any connections in China, Miss, ah . . .” Baines begins to ask.  Leonora’s father answers for her, “My brother-in-law’s there in some God-forsaken place.”  “Carrying the word of the Lord . . .” Aunt Lucy amends.
     “Yes, well, uh, Miss Armitage hasn’t seen her brother for some years, so I said, ‘Go out!’, and here was ‘Teawynd’ with all this grand accommodation . . .” Biddulph weaves a tale.  “Actually, it was Leonora’s idea, so I asked her to come with me,” Aunt Lucy gives another version.  Possibly Biddulph was trying to ease any tensions about his daughter seeming to chase after James, especially since she is.  She may feel that now Caroline has refused, James might be more open to her virtues.
     “I trust the weather will be kinder than my last voyage,” Leonora refers to the trip to the Baltic (S3 E8).  “I brought some refreshment along, I hope Capt. Onedin will be able to join us,” Biddulph says of the bottle he carries.  Baines excuses himself to tell a crew member to find some champagne glasses, then goes to James’ cabin.
     “I have something to report, Mr. Onedin.”  “What’s it now?” grumpy James asks.  “Well you know those 2 Miss Armitages . . . well one of them is Miss Biddulph,” Baines informs timidly.  As James turns to him with a scowl, Baines hastens to remind him, “Look, sir, when Miss Biddulph sailed to the Baltic with us, I mean that turned out to our advantage.  I mean it was she who secured our cargo of timber, you may recall.  And she’s uh, she’s a most pleasant young . . .”
     “Just keep her out of my way!” James nearly yells at him with a threatening look.  “Yes, sir.”
     James continues to make excuses not to dine with Leonora and Aunt Lucy, and Leonora correctly surmises that he is deliberately avoiding them.  “Tell me, do you think ill humor can last two months?” Leonora asks her aunt.  “I don’t know, my dear,” Miss Armitage admits.  “Oh, it’ll make the voyage miserable,” Leonora bemoans.  “Only if you pay attention to it,” her aunt wisely counsels.
     The limping cook Chatham is horrible at his job, but doesn’t know it.  Baines eats it, but James can’t manage (after all the bad grub he has eaten over the years . . . he must be getting soft).  Aunt Lucy suggests that Leonora gently “Take it in hand . . . Oh, I know Chatham means well, and we mustn’t upset him.  Do it gradually.”  Leonora accepts her aunt’s assignment.  “Indeed, the experience of supervising the cooking for the officers and ourselves will stand you very good stead for dinner parties when you marry.”  Leonora is not only a good cook, but a very gracious mentor.  Chatham never knows how bad his skills are.
     Another way of making the best of the situation is to learn something about navigation. “Did Mrs. Onedin know how to navigate?” Leonora asks Capt. Baines.  “Aye, uh, he taught her himself.”  “Do you think you could teach me, Capt. Baines?” she asks him.  “If you wish,” he says humbly.  “I’ve never tried my hand at teaching before, whereas Mr. Onedin . . .”  “No . . . no, you, Capt. Baines.”  He agrees to do so.  James comes through and sees what is happening.  “A word with you, Capt. Baines,” he orders, ‘If you can spare a moment!”  “I’ll be with you at once, sir,” he replies, and then to Leonora he says conspiratorially, “You can help me shoot the sun tomorrow midday.”  She thanks him.
     At Gibraltar Leonora has promised Chatham that she will get some seasonings.  The voyage is beginning to prove not so bad after all, now she has things to do to improve herself, things she can offer to help others be more successful.  Though her personality is much gentler than Anne’s, she is proving to be like her in many unsuperficial ways (vs age and looks).
     A storm comes up, and while Leonora is ecstatically looking out the porthole, her aunt is moaning with a kerchief to her mouth and smelling salts grasped in hand.  “Oh, I’m sorry, Aunt Lucy,” Leonora comes to her side.  “Perhaps by our next storm, I’ll have acquired my sea legs,” Aunt Lucy can only hope.  
     James, in his rain gear, knocks and inquires, “Is all well?”  “Well, my aunt prefers to sit quietly,” Leonora explains, “but I find the rough weather exhilarating.  Do you think I could come on deck?”  James moves over to the elder lady, “Miss Armitage, is there anything we can do to ease you?”  She shakes her head.  “I always thought the Mediterranean a calm sea.”  “Ah.  Well it frequently is,” James assures her, “only not today.  Your aunt needs anything, you’ve only to shout out.  Um, Chatham has orders to stay outside the door during the rough weather.” James says in a friendly way.  Leonora thanks him.  As he’s leaving she quickly says, “Uh, perhaps when the rough weather has died down, you will allow my aunt and I to express our gratitude.”  James nods, smiling, and Leonora goes to her aunt, “At last he’s being civil, even if it took a storm to achieve it.”     
     “Are you pleased with the progress of the ship . . .?” Aunt Lucy asks James when he finally deigns to have a sherry with them.  He’s even in a friendly mood.  “Uh, satisfied, satisfied,” he understates.  “We’ve got a couple of days in hand, due to that last little blow.”  “And Port Said [Egypt] now no more than 3 days away?” Leonora asks for confirmation.   “Miss Biddulph is becoming a proficient navigator, sir,” Baines tells him, and Aunt Lucy chuckles.  James is not amused, but lets it pass.
     Chatham announces dinner, and James comments how his cooking has improved.  The women hope to go ashore in Port Said, and see the Sphinx or Pyramids, not realizing that they are much further inland.  Leonora at least wants to go to the cotton markets in Said, and James says that Chatham can escort them.  “Only thing is, he, um, doesn’t speak French,” James mentions the drawback.  “That’s alright, I do,” Leonora reveals.  
     When Chatham brings in the food, he mentions proudly having followed Leonora’s instruction carefully.  James is not wearing a happy face any longer.  Capt. Baines sees the storm arising, and attempts to dispel it by asking if he should do the honors of hosting, but . . . 
     “Have you been interfering in the galley, Miss Biddulph?” James grouches.  “Well, I’ve been supervising, yes.  Yes.”  “At my suggestion,” Aunt Lucy also attempts to turn aside the wrath to come.  
     “Not merely are you content with pestering me in my own home, but you carry it aboard ship with you,” James rudely stands and throws his napkin down.  “From now on you’ll kindly stay out of the galley!  Hmm?  Damn it!”  he strides away, leaving all embarrassed at his behavior and ingratitude.   Capt. Baines excuses himself to chide James for his rudeness.  “I’ve seen you ill-mannered afore,” Capt. Baines yells at his “superior”, “ but never the like of that!”  James accuses him of trying to groom Leonora as Anne’s replacement.  
     James is so afraid of anyone being like Anne, or as he sees it, trying to be like Anne, possibly rivaling his memory of her, that he can’t see past it.  Maybe that’s his attraction to Caroline, who at bottom is not like Anne at all.
     “Now you listen to me, Baines.  If I marry again, it’ll be somebody of my choosing, not yours, or anybody else’s!”  “With that self-pity you wallow in, it’s not likely anyone will have ya!” Baines shouts at James, and leaves.
     After shopping, the women return to the ship exclaiming over their purchases.  Baines remembers that Leonora speaks French and despairing James has him bid Leonora come in and help them communicate with canal official.
     Leonora not only translates effectively, but communicates in a diplomatic way, insomuch that she is able to effect their negotiation in good terms.  As we have seen before (S3 E8), Leonora knows how to speak gently and get a better outcome.  The official asks if she is traveling on the ship, and says for her, he will accept.  James notices that he has said something else, and she uses the opportunity to pique him with “He said your manners were appalling,” even though he didn’t say that at all.  After the door closes behind the man, Baines chuckles.
     As they are sailing, James and Leonora happen to pass one another.  He speaks up, “Miss Biddulph . . .”  She turns toward him, “Yes,” she says quietly.  He clears his throat to say, “I apologize.”  “For what, pray?” she asks as a quiet challenge.  “Hmm . . . Oh, for my, uh . . . What was it? Uh . . . ‘appalling manners’.”  “There’s no need for an apology, Mr. Onedin.  They’re your way, and one accepts them, or one does not,” Leonora returns cooly.
     “I’ve also displayed the most, uh, brutish, ill humor during the voyage,” he admits.  “Oh, it’s of no account.  I realize that much depends upon the success of this voyage, and you have many other business worries,” she moves closer to him physically, but not emotionally.  “Such anxieties can easily put one out of sorts, can they not?” Her excuses for him are meant to be the exact opposite of what she’s saying.
     “Well, may I hope that my . . . downright rudeness will also be overlooked?” he tries to be apologetic.  “Oh, but I welcomed it.  Much merited, and long overdue.  What patience you have shown in tolerating my foolish girlish ways.  No, no, it is I who must apologize to  you, and give you my word—my solemn word—that never, ever . . . ever again . . . shall I . . . pester you,”  she slowly emphasizes the words, then turns and walks away.  Her naivete is gone.  He watches her go with some surprise, as she moves away and slams a door.  
     Capt. Baines notices a dhow “keeping station” with their ship.  That evening they are boarded by pirates.  The mate at the helm is killed.  Leonora is awakened by his scream.  She calls in a whisper to Aunt Lucy, who awakens.  Chatham is seriously wounded in his efforts to guard the door of the women’s quarters, as James had ordered and he had gladly accepted.  Unlike Caroline, Leonora undaunted (though obviously inexperienced) pulls the trigger and shoots the man who intends to assail them. 
     Once all the marauders are dispensed, James comes to check on the women.  He is impressed with Leonora’s courage.  She gives orders for the wounded to be brought to her room as well as medical supplies.  She nurses them all, especially Chatham, who had been so kind and protective of her and Aunt Lucy. 
     But there is a cholera pandemic so that they must sail on, without being able to replenish their fresh produce, and Chatham dies just before they finally reach  Ceylon/Sri Lanka.  He had given his life for Leonora and Aunt Lucy, and Leonora is brought to tears.  As James gently consoles her, she fears she is showing weakness.  “On the contrary.  I think you’re a remarkable young woman.”  He sets her face-to-face with himself, “And I must admit, to my shame, to having sadly misjudged you in the past.”
     In the next episode (S3 E12),  James is reading at home, when he hears the door close.  He turns to see Leonora.  Apparently, she has not kept to her promise not to ever, ever “pester” him.  She’s as comfortable as ever coming to his home unannounced.
     “I have just come from your sister’s house,” she says sternly, “where we took tea with Mrs. Maudslay.”
     “And is this another social call, because if it is . . .”
     “No, it isn’t . . . Is it true that you plan to take her to London?”  James affirms it is.  “You think I should have taken you instead.  Is that it?”  It seems apparent that we are not privy to all that has happened in the story.  
     “I have told my father and others that you promised to take me to London, and this would have been the opportunity,” she says, facing away with her head down.
     “I simply said one day.  That’s all.  Anyway, how could you possibly go unchaperoned?”  James seems to care more about Leonora’s reputation than Caroline’s.  Perhaps he considers her more like an innocent younger sister to be protected, than what her romantic ideas entail.  Probably he thinks of Caroline as being very capable of taking care of herself.  “Well, if you’re really worried about my reputation, I’m sure my father could arrange for somebody to accompany me.”
     “Look, I’m sorry,” James apologizes.  “You are not sorry!” she yells at him.  But then she sits and quietly says, “Please forgive me.  I wish I could be patient, but it’s not in my nature.  I don’t know where I am with you.”
     “Look, Leonora, I am fond of you,” James comes to sit near.  “Yes, but fonder of her.”
     “I’m going to London to see about a projected railroad.  Now, Mrs. Maudslay’s husband was a railway engineer, and she seems to know . . .” he makes excuses.
     “I understand.  I can’t do anything else.  There’s always a very good reason why she should accompany you and I shouldn’t . . .”  He gets up and crosses the room.  She raises her voice, 
“James, are you going to take me to London as you promised, instead of her?”  He answers her directly, “No, Leonora, I’m not.”
     James and Caroline end up in a whirl of social entertainments in London, at Robert’s expense.
     Sarah comes running in to Robert at their London home, “Elizabeth was wondering that since James is staying on here in London, and presumably Mrs. Maudslay, would [we] mind if she did, too.”  Robert responds to that, “What are you thinking of?  If we set that kind of precedent, known for keeping open house, well, we could have that old man Webster [Anne’s father] down here from Liverpool, shaming us.  No, no.  A day or two, perhaps.  Let them stay for a day or two.  But after that, you must tell Elizabeth and Mrs. Maudslay quite firmly, that they’ll simply have to go.”
     “Very well, Robert . . . Except,” Sarah suddenly has an idea, “. . . If Elizabeth returns with Mrs. Maudslay, that’ll leave James here alone . . . without any lady companion.  Oh, isn’t it time he settled down again?  Got his own wife?  His own establishment?  Was able to take care of his child and his father-in-law, all his own responsibility?”  “It’s long past time.  I’ve told him,”  Robert says, probably not for the first time.
     “I don’t think that Mrs. Maudslay would be the sort to help there much [caring for James’ daughter and father-in-law] . . . but, um, Leonora Biddulph, well there’s a different sort entirely.”  “Well then let us pray,” Robert implores.  “No, let us help,” Sarah suggests.  “. . . while James is here in London, his mind upon social diversions and enjoying himself, and not preoccupied with grieving still . . .” Sarah lays out her ideas.  “I’ve told him it’s long past time he was over that and all,” Robert allows.
     “All right, then.  Not preoccupied with business, but open and enjoying himself.  Now if there were someone around he was fond of . . . Might it not be politic were we to invite Leonora Biddulph here to stay while James is here?”  Robert finally catches on.
     But James doesn’t socialize with Leonora as he did with Caroline.
     Leonora sits with Sarah in her parlor.  “Been here how many days, and James has hardly addressed a word to me,” she says sadly.  “Oh, he was a bit surprised to see you, that’s all,” Sarah tries to give a cover story.  “And you’ve seen how occupied he’s been.”  “By all accounts [he had time] to have taken her about.”  “Now that’s not at all true,” Sarah tries again to deny the obvious.
     A servant comes in with a card from a visitor.  “Are you at home, ma’am, to the Honorable Hugh Kernan?”  “Oh, yes, yes indeed,” Sarah bustles about to set aside her sewing in preparation for company.
     When Kernan comes in, Sarah offers him tea and introduces him to Leonora.  He pays her all kinds of compliments and flatteries, as seems his nature.  Miss Biddulph doesn’t appear to be often given such praise.  
     In an opera box Hugh annoys fellow occupants with his constant adulations of Leonora.  He tries to get her to see him alone, and she keeps refusing.
     Hugh continues to court Leonora, and Isobel (Hugh’s friend) comments on it to James, while Hugh and Leonora are in the background of their conversation.  “If he were serious, would you mind?”  “Would you?” James asks her.  “I should keep my reputation a little longer, perhaps,” she tells him.  “Well, it’s all a bit sophisticated for me . . . Married women . . .” James speaks from his conservative social mores.  
     “Oh, you were surprised to find I was married, and you thought the worst.  Well, you’re wrong.  He’s not my lover.  I merely suffer from a bored husband . . . I suppose you think Hugh is a lecher and seducer of maidens . . . No, I really think he’s quite sincere [in his admiration for Leonora].”  James is uncomfortable.  “The question is, do you truly mind, or shall you be a dog in the manger?”  
     Then Baines is lost at sea . . . Leonora comes to James, hoping her care for his cares will make a difference in their relationship.
     A light tapping at his bedroom door, and Leonora gently pushes the door open.  She comes in and closes the door behind her.  “Leonora . . . It’s past midnight,” he stands, “You must not . . .” he worries for her reputation.  “Never mind propriety,” she says.  She sees what he’s been working on at the desk.  “Is it possible to find Capt. Baines?” 
     “Uh, maybe on paper,” he sits down again.  “I know what he meant to you,” she tells him.  “You’re very good and very loyal, and nobody understands what you’re suffering,” she thinks.  James is uncomfortable, no doubt in the exploration of his feelings, as well as the impropriety of her being in his room late at night in her nightgown.  
     “Look, Leonora, it’s past midnight.”  “I’m sorry, James.  I wanted you to know that.  I wanted you to know that somebody else is sorry, too.”  He starts to get up, but she stops him, “No, be still.  I’m going to say what I came to say.  I know how you feel.  I know you feel that everything is being taken away from you, and that nothing is secure or unchanging.  It’s not so, James.  Look at me.  It is not so.  Courage isn’t just sailing ships around the world, or . . . or fighting in wars.”  As we have seen, she knows something of courage, and it’s possible that she is remembering the courage it took to face the loss of her mother.
     “James, my . . . Oh, James!”  She kisses him full on.  But he gently moves her face away, though smiling, and eventually she silently leaves.  He calls to her softly, but she is gone.  What are his feelings for her?  A brotherly protector?  Has it moved past that?  Probably he doesn’t know, or maybe dare not know himself.  He hasn’t gotten over Caroline, and he is still so cognizant that Leonora is so much younger than himself.  He turns again to his maps and charts, which aren’t human interactions.
     Kernan grows ever more importune and serious in his suit for Leonora.  “I think you are the most beautiful woman I have ever seen in my life,” sounds a stale compliment after all his more elegant ethereal ones, but perhaps more convincing for being more plain.  
     “I’ve come to tell you that . . .” Leonora begins, but he doesn’t allow her to finish, as he kisses her.  “Will you be my wife, Leonora?” he asks.  “I don’t know,” she answers, apparently not knowing herself what she feels.  They each repeat their words, then Kernan opens himself more to view, “As soon as this company is floated and I have money, I am going to South America, where I shall be rich, as rich as it is possible to be.  I will build cities and palaces, and call them all for you.  Only come with me. . . . to a land of boundless miles, white-capped mountains that fill the eye.  Endless beaches of fine sand.   Jungles, birds, beasts, flowers no man hs ever seen.  Fertile grasslands no man has ever mapped.  Farms.  Rivers as big as seas.  Hills of silver and rivers of gold.  To anything your heart desires . . .to Paradise, with you and I.”
     In the moment, and especially for a naïve young woman, all this could take one away in the dream.  But with some maturity, experience, reflection, the more like a rhapsody, the more suspect.  
     Kernan turns out to be a scam artist/con man.  James was saved from investing in his scheme when he went to rescue Capt. Baines.  Robert borrowed to invest, and was nearly ruined (that is, he would have to sell the London house and move back to Liverpool.  Thankfully he didn’t sell all there.)  Kernan has left the country with the money.  “And he’s taken Leonora with him,” Robert is more incensed.  Only a lifted eyebrow on James’ face indicates what his deeply hidden feelings might be.
     Leonora moves almost as a sleepwalker into Sarah’s fancy London parlor.  “I couldn’t go with him,” she tells Sarah.  “Two days . . .” Sarah can only say with a face full of care.  “Two whole days you’ve been gone.”  “I went home,” Leonora explains.  “Home? to Liverpool?” Sarah tries to understand.  Leonora nods.  “And back again.”  “Why?” Sarah presses.  “I couldn’t love him.  He’s too posh.”  The observer can only breathe relief that she was also saved from a likely betrayal.  
     Sarah, and even Elizabeth, decide to transform Leonora such that they think James will not be able to resist her any longer (S3 E13), even if it’s out of jealousy of other suitors.  Perhaps they think that if he was drawn to the worldly Caroline, Leonora’s look has to compete with that kind of sophistication.
     “Oh, do cheer up, Leonora,” Sarah tells her.  “James isn’t the only man in the world.”  “No, but he’s the only one I want.”  Could it be that she has focused so much on him for so long that it’s become a habit?  In the end, she didn’t fall for the “Honorable” Hugh Kernan.  He was “too posh”, the near antithesis of James.  
     “That’s your trouble.  No opposition,” Elizabeth proposes.  She and Sarah decide to take Leonora in hand, and make her into a model of womanly charm.  “You must attract men as the flame attracts moths to the candle.”  When Leonora complains that her corset is so tight she can’t breathe, Elizabeth tells her, “Well, the measure of success is when you’re afraid to breathe.”
     James is far away in America, so Sarah says, “Well, she must have someone to practice on . . . there must be someone . . .”  Sarah and Elizabeth give her what for:  to escort her to parties, to theaters, to set tongues wagging.  Elizabeth names off the qualifications:  single, unattached, and trustworthy.  Sarah comes up with the answer:  Cousin Richard.  
     At a party, Leonora dances distractedly to the tune of a small orchestra.  Capt. Webster pours himself a drink on the other side of the open French doors, beyond the dancing.   He comes up to Leonora’s father, who is watching from the doorway.  “Come sir, no heel tapping.”  Rowland Biddulph answers, “Thank you, Capt. Webster, I have quite sufficient,” as Webster is about to pour more drink into his glass.  
     “Fine little girl of yours.  As pretty a craft as ever I did see.  Some lucky young fellow will be hoisting his colors and clearing for action before she’s much older,” Webster means to be complimentary.  Biddulph stiffly answers, “My daughter is already bespoken.  I’ve given the matter long and careful consideration, and come to the conclusion it is high time she was married to someone of mature judgment and stable character, an opinion reinforced by her quite frivolous behavior these last few days.  That dress is quite immodest,” he cringes and moves out of sight of the dancing.  
     “Aye.  She’ll be cast up on a lee shore with all that top hamper.  You want to get her wedded and bedded.  That always takes the starch out of their stays,” Webster elbows the annoyed father.  “You have a quite disgusting turn of phrase, Capt. Webster, which I tolerate only in consideration of your advanced years.”  He moves yet further away.
     “Oh, you’re a sanctimonious, prating, preaching crew of backsliders nowadays,” Webster follows him.  “In any case, whatever I say, she will have her way and marry the man,” Biddulph says to himself.  “Well, you’ll not waste her on that prancing fop,” Webster speaks of some admirer of Leonora’s.  “Of course not.  I’m talking about Mr. Onedin.”  “What?! You wouldn’t throw her away on that parsimonious son-in-law of mine,” Webster decries.
     “It so happens that Mr. Onedin is Leonora’s choice.  I shall discuss terms with him on his return.”  Biddulph walks away, leaving Webster to scowl.
     At the end of the set, Leonora reaches for Elizabeth.  “My corset is killing me.”  “That young man’s eyes were a-goggle,” Elizabeth is triumphant in the transformation of Leonora.
     “Where is this . . . Richard?” Leonora asks, breathless.  “He’s hiding.  Come.  I’ll introduce you,” Elizabeth promises.  They leave the dancing and move into the conservatory.  
     “Cousin Richard . . .” Elizabeth speaks to the young man sitting alone.  “Oh.  Oh, Elizabeth,” Richard gets up.  “Allow me to introduce you to, uh . . . Miss Leonora Biddulph.  Leonora, Richard Onedin.”  Richard & Leonora greet one another politely.  “Leonora has long had a desire to make your acquaintance, Richard,” Elizabeth tells her tale.  Elizabeth returns to the dancing while Leonora and Richard sit.
     “Do you go to many parties, Mr. Onedin?” Leonora attempts conversation.  “I’m sure you must be in great demand.”  “I’m afraid I’m not one for the social graces, r—really, Miss, uh, Miss Biddulph,” Cousin Richard stammers.  “No, I think you’re being too modest,” she hands him her cup of ice cream.  “I’m sure you dance like a dream.”  And as she stands ready, “Oh, uh, pardon me,” he sets the dishes down and stands.  “Miss Biddulph, um, will you do me the honor?”  He attempts to dance in a studied way.  “I don’t know if I can do this . . .” he mutters the count.  But he bumps her right into her father, who is dancing just the other side of the open French doors, and she is left to apologize to him.  
     “I’m sorry, but I’m afraid I, um, don’t have much ear for music,” Richard admits.  “No.  Well, I think it would be best if we continued our conversation in the quiet,” she indicates where they had been sitting. 
     When Richard sees Leonora looking back at the dancers, he says, “I’m afraid you must find my company rather boring, Miss Biddulph,” he looks down.  “Well, to be quite frank, yes, I do, Mr. Onedin.”  For whatever outward changes she displays for the sake of Elizabeth and Sarah’s plan, she is still honest.  
     “It’s always the same,” Richard admits.  “When I’m in the company of the fairer sex.  I’m afraid I lose my wits completely.”  “Even with me?” Leonora exposes her own lack of self-confidence in such situations.  “The more beautiful the lady, the worse I become,” he seems embarrassed to say.  “Oh, dear.  Poor Richard,” they both laugh, and that relaxes their manners.  
     “Hey, you wouldn’t think it, but I’m chairman of three companies and sit on the board of four others.  I’m not a silent member then, huh?  No, indeed.  My fellow directors think twice before they cross me,” he smiles.  “But to have such authority in business and to be in mortal terror of the weaker sex . . .” she looks quizzically at him.
     “Well, you see, I’ve had no social life . . . My father believed in keeping my nose to the grindstone.  He died when I was 19, and uh, the responsibility of the brewery fell on my shoulders.  Well, I believe I’ve made a tolerably good job of it.  Indeed, in time, I launched several ventures of my own.”  
     “That sounds like a true Onedin,” Leonora says, but means a James Onedin, as not all Onedins are like him.  “Just like James,” she says. “Cousin James?  Ah, now, there’s a man after my own heart,” he chuckles.  “Sharp as a needle.  A man of considerable attainment.  You know, I remember several years ago . . . I was only a child . . .”  Now he has truly captured her attention, and she turns to him enthusiastically.  “Yes, go on.  Tell me about it.”
     But he comes to himself, takes off his glasses, and remarks, “I must be boring you.  I . . .”  “No, no.  You’re not boring me,” she says without guile.  “Um, um, what’ll people think, just the two of us sitting together?  I think, um, I think I’m monopolizing you.”  “I don’t mind being monopolized.”  They smile at one another.  How very much he seems a younger version of his cousin James.
      It must be within a few weeks, as James is not on that prolonged a voyage, Leonora’s father becomes concerned.
     “I must ask you, sir, to declare your intentions towards my daughter,” Biddulph tells Cousin Richard as Sarah serves them both at tea, while practicing her learning of the etiquette of polite society.  
     “Oh, my intentions are by no means as unworthy as your suspicions.  Miss Leonora has just been kind enough to honor me with her company.”  “There is gossip, sir.  Gossip,” the dutiful father points out.  
     “Do try some seed cake.  It’s from a very old recipe, and I would so appreciate your opinion,” Sarah offers, but Biddulph’s mind is on other matters.  “My daughter is utterly lacking in guile.  She cannot be expected to comprehend the wiles and stratagems of idle-tongued rumor-mongers.”  Perhaps he doesn’t know her quite as well as he thinks, as she had tried such a stratagem attempting to arouse James’ jealousy via Capt. Fogarty (S3 E7), though she learnt her lesson there.  The present effort at attracting James’ attention through the attentions of others has been the idea of Sarah and Elizabeth, so it’s not as childish a strategy as Fogarty had informed Leonora.
     “And the girl is never free of your company, damn it!” Biddulph gets worked up.  Meanwhile, Richard answers him calmly, “I assure you that your fears are ill-founded.”  Biddulph repeats his point about gossip.  
     Sarah offers him seed cake again.  This time he accepts.  But he quickly returns to the subject on his mind.  “Moreover, sir, you must be aware that it is my avowed intention that she should marry your cousin James Onedin.”
     “Well, I am also aware that that is Leonora’s intention.  Honestly, I don’t see myself in the role of rival,” he laughs.  
     “I forbid you to continue this association,” the worried parent demands.  “Ah, well now, surely that must be a decision up to your daughter,” Richard smiles.  “She will obey me,” Biddulph insists.  
     Leonora comes to the door in time to hear Richard tell her father, “Oh, well now, if you’re going play the tyrant . . .” and at her father’s threat, “Don’t you cross me, young man!”  Richard, still calm, tells him, “Sauce for the goose, Mr. Biddulph, is also reputed to be sauce for the gander.”  “And what is that supposed to mean?”  
     “I believe that you’re in the process of expanding one of your coal fields.  You’ve borrowed substantially.  I hold your paper.  So don’t you cross me,” Richard’s tone gets serious.  Biddulph is taken aback.  Leonora comes forward full into the room.  “I’m ready, Richard, dear,” she says with no apparent displeasure at Richard’s intimidation of her father.  We assume that Richard had already bought up Biddulph’s indebtedness (alternatively, he may have bought into it when he became interested in Leonora, and intended it kindly), but he is not afraid to use it as a lever to have the man get off his back.  He has said that he is willing to let Leonora decide for herself.
     Richard smiles, thanks Sarah with a cousinly kiss, and offers his hand to Mr. Biddulph with the comment that “It’s been a pleasure.”  No doubt he means it.  He is not used to being daunted by anyone, and has not been today.  Biddulph’s face betrays having been put in his place as he wishes, “Good day to you, Mr. Onedin.”
     On his return from America, having finally broken with Caroline, James comes to see Leonora.  He is dressed in his finery (or foppery) once again, as he learns that Leonora has gone to the opera with Cousin Richard.  Robert and Sarah remind him:  You must remember Cousin Richard, he’s in brewing, and he’s worth “a pretty penny”.  “Robert’s trying to persuade him to buy some shares in the shop,” Sarah is enthused to say.  “James, I, uh . . . I think we ought to tell you that Cousin Richard and Leonora have been seeing quite a bit of one another whilst you’ve been away.”
     “Oh, have they?  So?” James sees no problem.  “Well, Leonora is a very attractive young woman, James,” Sarah tells him.  “Yes, I am aware of that,” James walks across the room with a smile on his face.  “And were you expecting her to waste her young life waiting around for you to propose to her?” Robert asks.  “No, I do not.  That’s why I’m here to talk to her.”  Robert and Sarah combine almost in unison, “You don’t mean, do you mean . . .”  “Yes, I am . . .”
     Leonora comes through the door, perhaps having forgotten something?  She is sophisticated, elegantly dressed, happy to see James.  It may be that both she and Cousin Richard are growing more sophisticated; perhaps he is glad for the opportunity he had missed earlier in life.  Maybe she is just as glad to evolve her own place in society.  “I heard your ship was in,” Leonora addresses James calmly.
     “Aye.  Well, Sarah, it’s Charlotte’s bedtime.  We’d better see about her bath,” Robert pulls Sarah by the arm to exit the door.  “We’ll ah, we’ll see you later, James.”
     “Well, did you have a good voyage?” Leonora asks.  “Oh, it was not uneventful.  It gave me time to, um, reflect upon a certain matter,” James begins, as he walks toward Leonora.  Possibly he was brought to compare how Caroline reacted to the hijackers and how Leonora faced the pirates.  
     Leonora avoids having him close in on her as he moves closer.  “My goodness.  You are looking elegant, James . . . you were saying, ‘Reflect upon a certain matter’?”  “Aye, upon you and I.”  The smile begins to fade from Leonora’s face.  “No, I know I should have made up me mind . . . sorry.  There we are.  Promised meself I wouldn’t make excuses for not having asked you before,” he takes a breath.  “Leonora, I want you to be my wife.”
     She closes her eyes.  “Would you like me to repeat that, ‘cause you didn’t hear?” he asks, with no idea, after all the time she has chased him, that she might not jump at the chance.
     “No, no . . no.  Please don’t, she turns and holds up a signaling hand.  “Oh, dear.  I’m sorry James.  Forgive me.  It’s just that I’m overwhelmed.  I didn’t  . . . I didn’t expect this, now.”
     “Well, what d’ya say?” he walks over to her.  Her face is troubled.  “James, I’m very honored that you should have asked me, but I cannot accept.”  “Cannot?” he’s perplexed.
     The door opens.  Cousin Richard comes in, dressed for the opera.  “Leonora,” he starts to say, then notices, “Cousin James?” he smiles to see.  “Young Cousin Richard,” James is less delighted to see.  “Leonora, we mustn’t keep the carriage waiting,” Richard says with a smile.  “No, Richard, I shan’t be a moment.  Please.”  Richard exits without argument.  
     “You see, James, since you’ve been away, Richard and I have . . . well, the banns are to be read on Sunday,” she announces as abruptly as James awhile back announced to her that he had proposed to Caroline.  James slowly takes a seat.  
     “Isn’t it extraordinary?” she laughs a little.  He’s not laughing.  “I didn’t’ mean for it to happen like this.  Not at all!  But Richard just swept me off my feet.  Well, no, that’s not quite true.  You see, I  . . . I began by feeling sorry for him.  Then I started to respect him.  And now, I’m in love with him, James.”
     “Congratulations,” he says stiffly.  “Well, uh, best not keep him waiting, eh?”  He takes the news with courage and without recriminations.  She walks around behind him, toward the door, stops to gently kiss the side of his head (somewhat condescendingly, one might think), and continues to the door.  James sits there woodenly as she goes.  Then he folds his hands, elbows on knees, and looks at Anne’s photograph on the mantle.  
     It seems amazing that Robert and Sarah would keep that photo in plain sight, as they have been so anxious for him to let go of her.  But, maybe he has insisted it be there.

     As for Leonora’s transfer of affections from James, perhaps she was caught off-guard, because Cousin Richard was at first someone she could share her admiration for James with, and then, he was so similar to James (in temperament, character, abilities, and even in looks), and then the apparent hopelessness of her chances with James began to make her see that she could love someone else.  
     James had taken Leonora for granted for so long . . . he thought her too young for him.   He wasn’t attracted to her unabashed pursuit of him.  He only gradually began to see her strengths.  And still, he seemed more protective of her innocence, as an older brother would.  He was stuck on Caroline, who seemed more mature, having had more of, and some of the same, life experiences he’d had (marriage and the loss of a spouse), with whom he liked to spar, and perhaps he didn’t have to feel he fell so short of her measure (despite her criticisms, she was not on a pedestal, as Anne’s memory was).  
     Whether Caroline’s or others’ recommendation of Miss Biddulph were the impetus, or the gradual convincing, or whether on his own he came to value her as a more fitting wife-partner, he at last saw it, was willing to overlook her age.  She appreciated his life, his character, encouraged his ambitions.  She didn’t expect him to conform to a life he would never find comfortable.  She was one that would be willing to care for his daughter, in a real and consistent way.  And, eventually, her probable willingness to bear him children, with the hope of a son, seemed to make her youth more attractive than not. 

       But what can we make of all this in general terms, the timeless theme of finding or making a good match for marriage, whether it is a match arranged by others or by the couple themselves?  It has to do with knowing well the persons that are to be married:  their personalities, their goals, their characters, their interests . . .

     Why wasn't Caroline a good match, even though she and James bonded over some of their life experiences, enjoyable times together, and love of verbal sparring?
1. Caroline was at times purposely cruel, while James' was not intentionally cruel, even if some of his decisions fell cruelly on others.  Caroline enjoyed laughing at James behind his back.
2. Caroline enjoyed a social life that James did not.  Eventually that would become a sore point between them.
3.  James' focus on business made it seem to Caroline that she was always last.  That would always be a source of deep irritation for her.
4.  Although both Caroline and Anne were strong, opinionated women, and their perspectives differed strongly from James' at times, Caroline enjoyed dominance in a way that Anne never sought.  It seems to me that Anne was much more amenable to learning from situtations, and more humble.  It's hard to live with someone who always wants to dominate, has a goal of taking one down a peg or two.
5.  Though James seems to have felt intimidated by the memory of Anne that he idolized, and thought living with a person less on a pedestal would be more comfortable, Caroline's sometime lack of courage in a crucial moment, her lack of willingnes to self-sacrifice for the relationship, would no doubt wear on James after awhile.
6.  James was a social/moral conservative.  Caroline was not.  This would likely affect his trust in her at some point in time.
7.  Sarah, and even Caroline herself, recognized that James needed a mate that would be willing to provide a stabile mother figure for his daughter, someone willing to deal with his father-in-law, and willing to provide him with an heir.  Those were not things Caroline would be willing to do.
8.  Caroline wasn't willing to encourage James in the same way that Anne or Leonora did.

     How did James come to recognize that Leonora was a better match for him, despite his long-held disesteem?
1.  No doubt over the 6 or so years of their close acquaintance, Leonora did mature, and over time James' pain for his loss did become less bitter.  Perhaps part of that was due to Caroline, even.
2.  Though James took for granted all the housekeeping and cooking Leonora did for him, he didn't actually bar her from his home, tell his relatives not to allow her access. He didn't like having no one await him at the quay or at home, and maybe he gradually came to appreciate that Leonora was willing to be there for him, despite his boorish behavior.
3.  Maybe he finally admitted to himself that she had his interests at heart. and that she would encourage him in his goals/vision of the future.
4.  He came to recognize/admire her business abilities, and that she could at times negotiate better than he could.
5.  He came to recognize/admire her bravery, abilities, cares after the attack of the pirates.
6.  Perhaps even Caroline's comments about what he needed in a wife sank in:  a stable, caring mother for his daughter, someone more likely to put up with his father-in-law, a woman willing to give him an heir and stable family life.
7.  Leonora was just plain a nicer person, and a nicer person is easier to live with.  Maybe he came to realize that she did understand the pain of his losses (such as Capt. Baines).
8.  Though she remonstrated with him over their relationship, she bore his frankly crushing emotional blows bravely.
9.  The question left, is that that Elizabeth brought up:  was James a good match for Leonora?  a. There was the difference in age.  She doesn't seem the sort to let that become a sore spot, but it could mean she would be an early widow. b. James was not an easy person to live with.  She was well-aware of that, but would it wear her down over the years?  It's something to consider.  He and Anne managed to grow closer over the years, he became more solicitous (especially when she was pregnant the 2nd time).  He did apparently learn something and change to some degree. Not without some confrontations.  c. Leonora had a high regard for James, and he came to respect her as well. d. Leonora also enjoyed life at sea, was a good business woman, so they could have the kind of partnership he wanted, and it seemed she wanted as well.