Persuasions #15, 1993                                                                                                                                                   Pages 196-199



Love Comes to Penelope Clay



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Penelope Clay, in Persuasion, is one of Jane Austen’s short list of adventuresses (in Austen’s terms, a woman who is out to catch a prosperous husband by whatever means it takes).  She stands next in line to Lucy Steele, with perhaps Mary Crawford in the wings and that enterprising amateur, Isabella Thorpe, bringing up the rear.

Mrs. Clay is the daughter of an attorney – a “civil cautious lawyer,”1  Mr. Shepherd.  Mr. Shepherd is Sir Walter Elliot’s agent and advisor.  A widow, she has returned after an unprosperous marriage to her father’s house, with the additional burden of two young children.  She is, we learn, in her thirties, and she is not beautiful.  We are informed on more than one occasion that she has freckles, a projecting tooth and a clumsy wrist, although these handicaps do not prevent her from being referred to as “altogether well-looking” (34).  What did the future hold at that time for a woman in her position, buried in a small country town?  Surely not much, unless she can find another husband.  For this she has some advantages over an unmarried woman of the same age: she is experienced.  However, she has no dowry and the children would seem a definite handicap.  But remarriage does seem to be Mrs. Clay’s plan, and she is aiming high.  She has flattered her way into Elizabeth Elliot’s favor, and is setting her cap at Sir Walter.

It is interesting, therefore, that William Elliot, Sir Walter’s heir, is the man with whom she elopes in the end.

Jane Austen’s adventuresses have, of course, their male counterparts.  Mr. Wickham and Willoughby take pride of place; Mr. Elton does his best and John Thorpe would if he could.  William Elliot is not quite of their number.

Certainly he chooses his first wife for her fortune, despite her low connections (202).  But for a man, marrying for money was both practical and socially acceptable.  For most younger sons, where title and property were entailed on the eldest, it was a necessity if they were to continue to live in a way to which they felt they were entitled (in Pride and Prejudice we have this from Colonel Fitzwilliam’s own lips [183]).  William Elliot goes somewhat outside the accepted boundaries in marrying a woman of inferior birth.  But even this was common enough.

Compared with Wickham, who, in search of a fortune, attempts to seduce and elope with a girl of fifteen, and Willoughby, who takes his pleasure where he finds it, with no thought of the damage he does nor indeed of anyone but himself, William Elliot does not seem such a villain.  But he comes across as cold and calculating and, if we listen to Mrs. Smith, a selfish, uncaring man, ready to lead a weaker friend into debt and unwilling to help that friend’s widow in her financial difficulties.  What, then, is his attraction?

That he has charm, when he wishes, is made very plain.  Sir Walter and Elizabeth, whom he once snubbed and insulted, are both delighted with him when they meet again in Bath.  Lady Russell (who only a short time before had said, “He is a man … whom I have no wish to see” [133]) is soon prepared to believe him good enough for Anne.  That he has intelligence and perception we see when the Elliots’ relatives, the Dowager Viscountess Dalrymple and the Honourable Miss Carteret, arrive in Bath, and Sir Walter and Elizabeth Elliot fawn on them.  Anne Elliot is ashamed.  She sees in them “no superiority of manner, accomplishment, or understanding” (150).  When she speaks her opinion to Mr. Elliot, he agrees to their “being nothing in themselves” (150).  But he maintains that, as a family connection, as good company, as those who would collect good company around them, they have their value.  Anne smiles and says:


“My idea of good company, Mr. Elliot, is the company of clever, well-informed people, who have a great deal of conversation; that is what I call good company.”


“You are mistaken,” he said gently, “that is not good company; that is the best.”  (150)


Anne Elliot, however, continues to hold aloof from William Elliot because of his reserve (“Mr. Elliot was rational, discreet, polished, – but he was not open” [161]).  But she finds in him something of an ally, since he makes plain to her that he mistrusts Mrs. Clay.

Yet it is with William Elliot, this cold, complex, intelligent, attractive, deceptive, self-serving man, who she has reason to fear will spoil her plan to marry Sir Walter, that Penelope Clay falls in love.  He has charmed Sir Walter and Elizabeth; he is doing his best to charm Anne; and at the same time he has also managed to charm Mrs. Clay.

In point of fact, the two of them have much in common.  Intelligent, attractive, deceptive, self-serving are adjectives that can be applied to Penelope as well as William.  Both want more than they are born with.  Both are prepared to scheme to achieve their ends.  Both have physical flaws (Mr. Elliot is described as being “very much under-hung” [41]) but despite this are considered well-looking.

How and when do the two become so well acquainted?  We have a clue that all is not as it seems on the surface on the occasion when, having been caught out in the rain, Elizabeth Elliot seeks a lift in Lady Dalrymple’s barouche and there is room for just one more: shall it be Anne Elliot or Penelope Clay?  Mr. Elliot is also present, and will escort whichever lady is left over.  Anne and Penelope vie, not for the seat in the barouche, but to see who will walk with Mr. Elliot.  An interesting situation.  We can see that politeness, and her ambiguous position, might cause Mrs. Clay to defer to Anne, but to strive so hard to walk with someone she feared or even hated is a little odd:


… the rain was also a mere trifle to Mrs. Clay; she would hardly allow it even to drop at all, and her boots were so thick! much thicker than Miss Anne’s; and, in short, her civility rendered her quite as anxious to be left to walk with Mr. Elliot as Anne could be.  (174)


And then we have the clue of the clandestine meeting with Mr. Elliot, when Mary Musgrove spies them from a window at the White Hart.  Mr. Elliot was supposed to have left Bath three hours earlier, but there he was, in “friendly conference” (223) with Mrs. Clay.  The plot has definitely thickened.

It is Anne’s engagement to Captain Wentworth that precipitates Mr. Elliot’s departure from Bath, and his consequent establishment of Mrs. Clay as his mistress.


The news of his cousin Anne’s engagement burst on Mr. Elliot most unexpectedly.  It deranged his best plan of domestic happiness, his best hope of keeping Sir Walter single by the watchfulness which a son-in-law’s rights would have given.  But, though discomfited and disappointed, he could still do something for his own interest and his own enjoyment.  (250; emphasis added)


Mr. Elliot quits Bath, and Mrs. Clay quits it soon afterwards; she is next heard of as established under his protection in London.

Note those words, “ … for his own enjoyment.”  William Elliot may proposition Penelope Clay to make sure she does not marry Sir Walter, but he obviously also finds her attractive.  He is a wealthy man, and single.  He would be a catch on the legitimate marriage market and a considerable prize in the world of the demi-mondaine.  Having married the first time for money, he now is in a position to marry for love, if he can feel this tender emotion and it seems that he can, since he is sincerely attracted by Anne Elliot.  What all this adds up to is, Mr. Elliot could pick and choose.  But having lost his chance with Anne, he contents himself with stymieing Sir Walter; he removes Penelope Clay and establishes her “under his protection” in London.  But this, as Nurse Rooke has already said, does not prevent Sir Walter from marrying anyone else.  It is surely a somewhat drastic step for William Elliot, a man who has no heir, unless there is something very special about Mrs. Clay.

Penelope Clay, we are told, goes with him for love:


Mrs. Clay’s affections had overpowered her interest, and she had sacrificed, for the young man’s sake, the possibility of scheming longer for Sir Walter.  (250)


Whatever Penelope Clay’s original feelings may have been toward William Elliot, by this time she is sufficiently enamoured of him to cause her to give up not only her hopes of Sir Walter, but her respectability.2  She will not again be admitted to polite society. This is a very large step.  It is plain that she would not have eloped with a man who was merely ingratiating.  Her whole future is at stake.  She has a chance of becoming Lady Elliot and reigning at Kellynch Hall.  To persuade her to throw this away, what must Mr. Elliot have promised her?  Jewels, clothes, a carriage, and a house complete with servants?  But these would all come with Sir Walter, in a socially acceptable form.  The difference must be in the man.  Did William persuade Penelope that he loved her?

Surely she must really have been infatuated with William to take so decisive a step.  And this is where she leaves the ranks of adventuresses, for can we imagine Lucy Steele “falling in love” sufficiently to go against her best interests?  Not in a million years.

It is plain that Penelope Clay must have had more to her than greed and freckles to snare the sophisticated William Elliot.  If it is love that counts, and romantic love is Miss Austen’s solution for her heroines’ problems – if Anne is to be applauded for her long-lasting love for Captain Wentworth, and Charlotte Lucas reproached for marrying without love – then presumably we must also applaud Penelope Clay for allowing love to triumph over ambition.

What does all this add up to?  What do we see when we look at Penelope Clay?  The information is sparse, but the picture builds.

She is a woman with physical flaws, not beautiful, but attractive; a clever woman; not a doormat; an opportunist; glib; lively; a good psychologist; acquisitive; adaptable; able to plan, act, seize the chance.  Mrs. Smith, quoting Nurse Rooke, quoting the Wallises, describes Mrs. Clay as “a clever, insinuating, handsome woman, poor and plausible” (206).  Born plebeian, she has latched on to the speech and manners of the patrician.  She has her own way to make in the world and is using all her abilities to get what she wants, but she is also capable of falling in love.  Compared with Elizabeth Elliot and Mary Musgrove, she is almost admirable.

Anne Elliot does not like Mrs. Clay.  She sees her as an intruder, a threat.  And so she is.  But Anne Elliot, dear Anne Elliot, intelligent, accomplished, high-principled, a woman we admire and with whom we sympathize, is still a creature of privilege.  She has lived without love, but all other comforts and advantages have been hers from birth.  No effort on her part has been necessary.  Someone cooks for her, cleans for her, washes her clothes, empties her slops.  What does she know of the lives of ordinary women?

Penelope Clay is an adventuress, an outsider in Anne Elliot’s elegant world, but is that all she is?

Remember that it remains possible that Mrs. Clay will achieve not only the man she loves, but the position she covets.  In Austen’s own words:


She has abilities, however, as well as affections; and it is now a doubtful point whether his cunning, or hers, may finally carry the day; whether, after preventing her from being the wife of Sir Walter, he may not be wheedled and caressed at last into making her the wife of Sir William.  (250)


And with Anne Elliot happily married and safely engaged with her husband and her naval friends, would it not be rather amusing from the onlooker’s point of view if Elizabeth Elliot, in the end, does indeed find herself “walking immediately after” (7) the former Penelope Clay out of Society’s drawing-rooms?





1 Jane Austen, The Novels of Jane Austen, ed. R. W. Chapman, third edition (Oxford: Oxford University Press, 1988), V, 11.  Further references to Austen’s works will be made in the text.


2 She must also have been aware that she might be endangering her father’s business relationship with Sir Walter Elliot.  Mr. Shepherd is Sir Walter’s agent and advisor.  If Sir Walter were sufficiently affronted by Mrs. Clay’s departure, he might well not only cease to employ Mr. Shepherd, but denigrate him to other possible clients.

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