This poem was composed at Coleorton while I was walking to and fro along the path that led from Sir George Beaumont's Farm-house, where we resided, to the Hall which was building at that time. Henry Lord Clifford, etc., who is the subject of this Poem, was the son of John Lord Clifford, who was slain at Towton Field, which John Lord Clifford, as is known to the reader of English History, was the person who after the battle of Wakefield slew, in the pursuit, the young Earl of Rutland, son of the Duke of York, who had fallen in the battle, "in part of revenge" (say the Authors of the History of Cumberland and Westmoreland); "for the Earl's Father had slain his." A deed which worthily blemished the author (saith Speed); but who, as he adds, "dare promise any thing temperate of himself in the heat of martial fury? chiefly, when it was resolved not to leave any branch of the York line standing; for so one maketh this Lord to speak." This, no doubt, I would observe by the bye, was an action sufficiently in the vindictive spirit of the times, and yet not altogether so bad as represented; "for the Earl was no child, as some writers would have him, but able to bear arms, being sixteen or seventeen years of age, as is evident from this (say the Memoirs of the Countess of Pembroke, who was laudably anxious to wipe away, as far as could be, this stigma from the illustrious name to which she was born), that he was the next Child to King Edward the Fourth, which his mother had by Richard Duke of York, and that King was then eighteen years of age: and for the small distance betwixt her children, see Austin Vincent, in his Book of Nobility, p. 622, where he writes of them all." It may further be observed, that Lord Clifford, who was then himself only twenty-five years of age, had been a leading man and commander two or three years together in the army of Lancaster, before this time; and, therefore, would be less likely to think that the Earl of Rutland might be entitled to mercy from his youth.--But, independent of this act, at best a cruel and savage one, the Family of Clifford had done enough to draw upon them the vehement hatred of the House of York: so that after the Battle of Towton there was no hope for them but in flight and concealment. Henry, the subject of the Poem, was deprived of his estate and honours during the space of twenty-four years; all which time he lived as a shepherd in Yorkshire, or in Cumberland, where the estate of his Father-in-law (Sir Lancelot Threlkeld) lay. He was restored to his estate and honours in the first year of Henry the Seventh. It is recorded that, "when called to Parliament, he behaved nobly and wisely; but otherwise came seldom to London or the Court; and rather delighted to live in the country, where he repaired several of his Castles, which had gone to decay during the late troubles." Thus far is chiefly collected from Nicholson and Burn; and I can add, from my own knowledge, that there is a tradition current in the village of Threlkeld and its neighbourhood, his principal retreat, that in the course of his shepherd-life he had acquired great astronomical knowledge. I cannot conclude this note without adding a word upon the subject of those numerous and noble feudal Edifices, spoken of in the Poem, the ruins of some of which are, at this day, so great an ornament to that interesting country. The Cliffords had always been distinguished for an honourable pride in these Castles; and we have seen that, after the wars of York and Lancaster, they were rebuilt; in the civil wars of Charles the First they were again laid waste, and again restored almost to their former magnificence by the celebrated Lady Anne Clifford, Countess of Pembroke, etc. Not more than twenty-five years after this was done, when the estates of Clifford had passed into the Family of Tufton, three of these Castles, namely, Brough, Brougham, and Pendragon, were demolished, and the timber and other materials sold by Thomas Earl of Thanet. We will hope that, when this order was issued, the Earl had not consulted the text of Isaiah, 58th chap. 12th verse, to which the inscription placed over the gate of Pendragon Castle by the Countess of Pembroke (I believe his Grandmother), at the time she repaired that structure, refers the reader:--"And they that shall be of thee shall build the old waste places: thou shalt raise up the foundations of many generations; and thou shalt be called, The repairer of the breach, The restorer of paths to dwell in." The Earl of Thanet, the present possessor of the Estates, with a due respect for the memory of his ancestors, and a proper sense of the value and beauty of these remains of antiquity, has (I am told) given orders that they shall be preserved from all depredations.