was only when he looked into the cool grey-green orbs that he saw the twinkle of amusement lurking there. Unused to provoking such a response, he frowned.

"Who, exactly, are you?" His voice, he was pleased to find, was even and his diction clear.

The smile which had been hovering at the corners of those inviting lips finally came into being,

disclosing a row of small pearly teeth. But instead of answering his question, the vision replied,

"I was waiting for the Duke of Twyford."

Her voice was low and musical. Mentally engaged in considering how to most rapidly dispense with

the formalities, Max answered automatically. "I am the Duke."

"You?" For one long moment, utter bewilderment was writ large across her delightful countenance.

For the life of her, Caroline could not hide her surprise. How could this man, of all men, be the Duke? Aside from the fact he was far too young to have been a crony of her father's, the gentleman before her was unquestionably a rake. And a rake of the first order, to boot. Whether the dark-browed, harsh-featured face with its aquiline nose and firm mouth and chin or the lazy assurance with which he had entered the room had contributed to her reading of his character, she could not have said. But the calmly arrogant way his intensely blue eyes had roved from the top of her curls all the way down to her feet, and then just as calmly returned by the same route, as if to make sure he had missed nothing, left her in little doubt of what sort of man she now faced. Secure in the knowledge of being under her guardian's roof, she had allowed the amusement she felt on seeing such decided appreciation glow in the deep blue eyes to show. Now, with those same blue eyes still on her, piercingly perceptive, she felt as if the rag had been pulled from beneath her feet.

Max could hardly miss her stunned look. "For my sins," he added in confirmation.

With a growing sense of unease, he waved his visitor to a seat opposite the huge mahogany desk while

he moved to take the chair behind it. As he did so, he mentally shook his head to try to clear it of the thoroughly unhelpful thoughts that kept crowding in. Damn Carmelita!

Caroline, rapidly trying to gauge where this latest disconcerting news left her, came forward to sink into the chair indicated.

Outwardly calm, Max watched the unconsciously graceful glide of her walk, the seductive swing of her hips as she sat down. He would have to find a replacement for Carmelita. His gaze rested speculatively

on the beauty before him. Hillshaw had been right. She was unquestionably a lady. Still, that had never stopped him before. And, now he came to look more closely, she was not, he thought, that young. Even better. No rings, which was odd. Another twinge of pain from behind his eyes lent a harshness to his voice. "Who the devil are you?"

The dimple peeped out again. In no way discomposed, she answered, "My name is Caroline Twinning. And, if you really are the Duke of Twyford, then I'm very much afraid I'm your ward."

Her announcement was received in perfect silence. A long pause ensued, during which Max sat unmoving, his sharp blue gaze fixed unwaveringly on his visitor. She bore this scrutiny for some

minutes, before letting her brows rise in polite and still amused enquiry.

Max closed his eyes and groaned. "Oh, God."

It had only taken a moment to work it out. The only woman he could not seduce was his own ward.

And he had already decided he very definitely wanted to seduce Caroline Twinning. With an effort, he dragged his mind back to the matter at hand. He opened his eyes. Hopefully, she would put his reaction down to natural disbelief. Encountering the grey-green eyes, now even more amused, he was not so

sure. "Explain, if you please. Simple language only. I'm not up to unravelling mysteries at the moment."

Caroline could not help grinning. She had noticed twinges of what she guessed to be pain passing spasmodically through the blue eyes. "If your head hurts that much, why don't you try an ice-pack?

I assure you I won't mind."

Max threw her a look of loathing. His head felt as if it was splitting, but how dared she be so lost to all propriety as to notice, let alone mention it? Still, she was perfectly right. An ice-pack was exactly what

he needed. With a darkling look, he reached for the bell pull.

Hillshaw came in answer to his summons and received the order for an ice-pack without noticeable perturbation. "Now, Your Grace?"

"Of course now! What use will it be later?" Max winced at the sound of his own voice.

"As Your Grace wishes." The sepulchral tones left Max in no doubt of bis butler's deep disapproval.

As the door closed behind Hillshaw, Max lay back in the chair, his fingers at his temples, and fixed

Caroline with an unwavering stare. "You may commence."

She smiled, entirely at her ease once more. "My father was Sir Thomas Twinning. He was an old

friend of the Duke of Twyford-the previous Duke, I imagine."

Max nodded. "My uncle. I inherited the title from him. He was killed unexpectedly three months ago, together with his two sons. I never expected to inherit the estate, so am unfamiliar with whatever arrangements your parent may have made with the last Duke."

Caroline nodded and waited until Hillshaw, delivering the requested ice-pack on a silver salver to his master, withdrew. "I see. When my father died eighteen months ago, my sisters and I were informed

that he had left us to the guardianship of the Duke of Twyford."

"Eighteen months ago? What have you been doing since then?"

"We stayed on the estate for a time. It passed to a distant cousin and he was prepared to let us remain. But it seemed senseless to stay buried there forever. The Duke wanted us to join his household immediately, but we were in mourning. I persuaded him to let us go to my late stepmother's family in New York. They'd always wanted us to visit and it seemed the perfect opportunity. I wrote to him

when we were in New York, telling him we would call on him when we returned to England and giving him the date of our expected arrival. He replied and suggested I call on him today. And so, here I am."

Max saw it all now. Caroline Twinning was yet another part of his damnably awkward inheritance. Having led a life of unfettered hedonism from his earliest days, a rakehell ever since he came on the

town, Max had soon understood that his lifestyle required capital to support it. So he had ensured his estates were all run efficiently and well. The Delmere estates he had inherited from his father were a model of modern estate management. But his uncle Henry had never had much real interest in his far larger holdings. After the tragic boating accident which had unexpectedly foisted on to him the responsibilities of the dukedom of Twyford, Max had found a complete overhaul of all his uncle's numerous estates was essential if they were not to sap the strength from his more prosperous Delmere holdings. The last three months had been spent in constant upheaval, with the old Twyford retainers trying to come to grips with the new Duke and his very different style. For Max, they had been three months of unending work. Only this week, he had finally thought that the end of the worst was in sight. He had packed his long-suffering secretary, Joshua Cummings, off home for a much needed rest. And now, quite clearly, the next chapter in the saga of his Twyford inheritance was about to start.

"You mentioned sisters. How many?"

"My half-sisters, really. There are four of us, altogether."

The lightness of the answer made Max instantly suspicious. "How old?"

There was a noticeable hesitation before Caroline answered, "Twenty, nineteen and eighteen."

The effect on Max was electric. "Good Lord! They didn't accompany you here, did they?"

Bewildered, Caroline replied, "No. I left them at the hotel."

"Thank God for that," said Max. Encountering Caroline's enquiring gaze, he smiled. "If anyone had

seen them entering here, it would have been around town in a flash that I was setting up a harem."

The smile made Caroline blink. At his words, her grey eyes widened slightly. She could hardly pretend not to understand. Noticing the peculiar light in the blue eyes as they rested on her, it seemed a very

good thing she was the Duke's ward. From her admittedly small understanding of the morals of his type, she suspected her position would keep her safe as little else might.

Unbeknown to her, Max was thinking precisely the same thing. And resolving to divest himself of his latest inherited responsibility with all possible speed. Aside from having no wish whatever to figure as

the guardian of four young ladies of marriageable age, he needed to clear the obstacles from his path to Caroline Twinning. It occurred to him that her explanation of her life history had been curiously glib

and decidedly short on detail. "Start at the beginning. Who was your mother and when did she die?"

Caroline had come unprepared to recite her history, imagining the Duke to be cognizant of the facts.

Still, in the circumstances, she could hardly refuse. "My mother was Caroline Famingham, of the Staffordshire Farninghams."

Max nodded. An ancient family, well-known and well-connected.

Caroline's gaze had wandered to the rows of books lining the shelves behind the Duke. "She died shortly after I was born. I never knew her. After some years, my father married again, this time to the daughter of a local family who were about to leave for the colonies. Eleanor was very good to me and she looked after all of us comfortably, until she died six years ago. Of course, my father was disappointed that he never had a son and he rarely paid any attention to the four of us, so it was all left up to Eleanor."