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 there, in February 1141, Stephen was brought captive to her feet. She sent him in chains to Bristol Castle, and set out on a triumphal progress towards Winchester. A message to its bishop, Henry [see ], that if he joined her she would honour him as chief of her councillors, but if not, she would ‘lead all the host of England against him at once,’ brought him to a meeting with her at Wherwell, Hampshire, on 2 March. Next day she was solemnly welcomed into the city and the cathedral. From Winchester she proceeded to Wilton, Reading, Oxford, and St. Albans. On 8 April a council held at Winchester, under the direction of Bishop Henry, acknowledged her as ‘Lady of England and Normandy;’ and at midsummer she entered London and took up her abode at Westminster. But she overrated the security of her triumph. She took the title of queen without waiting to be crowned (Monast. Anglic. i. 44;, Princesses, vol. i. app. iii.; , Geoff. Mandeville, pp. 63–7); she confiscated lands and honours more ruthlessly than Stephen himself; she offended the barons who came to offer her their homage by the haughty coldness of her demeanour; she turned a deaf ear to the appeals of Stephen's wife and brother in his behalf and that of his children; she scornfully rejected a petition from the citizens of London for a renewal of ‘King Eadward's laws,’ demanded from them a heavy subsidy, and when they remonstrated, drove them from her presence with a torrent of abuse. The consequence was that they rose in arms and drove her out of their city. She fled to Oxford; but soon afterwards, hearing that Bishop Henry had renewed his allegiance to Stephen, she set off to try conclusions with him at Winchester. She established herself in the castle, and after vainly calling upon the bishop to rejoin her, rallied her forces to besiege him in his palace of Wolvesey. ‘The king's queen with all her strength,’ however, soon blockaded the city so effectually that the empress and her troops were in danger of starving. On 14 Sept. they cut their way out, but with such heavy loss that Matilda was separated from all her adherents save Brian FitzCount, with whom she rode first to Ludgershall and then to Devizes. There, half dead with fatigue, and still in terror of pursuit, she laid herself on a bier, and, bound to it with ropes as if she were a corpse, was carried thus into Gloucester. In the winter she returned to Oxford; in the spring (1142) she moved to Devizes, and thence, at mid-Lent, she sent messengers asking her husband to come to her aid. Geoffrey refused to come unless fetched by Earl Robert in person; so in June Robert went over sea, leaving his sister in Oxford Castle under the protection of the other leaders of her party, who swore to guard the town from attack until his return. Stephen, however, outgeneralled them, and on 26 Sept. stormed Oxford and laid siege to the castle. Its garrison were on the verge of starvation, when one night just before Christmas, the empress and three faithful knights clad themselves in white robes, dropped down over the castle wall upon the frozen river at its foot, passed unseen and unheard over the freshly fallen snow right through Stephen's camp, fled on foot as far as Abingdon, and by daybreak were safe at Wallingford. There Matilda met her brother and her eldest son. Her cause, however, was lost, though she remained in England five years longer, residing, it seems, chiefly at Gloucester or Bristol; in September 1146 she was once more at Devizes (, Mag. Rot. Scacc. Norm. vol. ii. p. lxx). Early in 1148 she went back to Normandy ( i. 133), which Geoffrey was now holding by right of conquest. In 1150 the husband and wife seem to have conjointly ceded the duchy to their son Henry; but the cession was not formally complete till next summer, when it was ratified by King Louis of France. Peter de Langtoft (ed. Wright, i. 466) says that Matilda accompanied her husband to the French court on this occasion; but she was certainly not with him when he died, on the way home, 7 Sept. 1151.

Thenceforth Matilda seems to have lived entirely in Normandy. After her son's accession to the English crown, December 1154, she took up her abode in a palace which her father had built beside the minster of Notre-Dame des Prés, near Rouen. The Normans held her in great esteem for her works of piety and charity, and for the influence which she was known to exercise over her royal son. In England, where the haughtiness of her conduct had never been forgiven, this influence was regarded with suspicion (, De Nugis Curial. ed. Wright, p. 227); but it seems to have been exercised chiefly for good. It probably helped to guide the young king's first steps in the reorganisation of his realm; for his mother was the one person with whom he took counsel before sailing for England in December 1154. In September 1155 she induced him to give up a rash scheme for the invasion of Ireland. In 1162 she tried to dissuade him from making Thomas Becket archbishop of Canterbury (Materials for Hist. Becket, v. 410). In the quarrel between Henry and Thomas she was constantly employed as mediatrix, and showed considerable