LIZ WAS A HOPELESS CASE. I had to school her in everything. Most likely she'd associated too much with that grandmother of hers in the aristocratic lace cap.

First off, she was afraid of everything: garden snakes, the woods, lightning and thunder, turtles, bugs of all kinds, the peacocks that roamed around our house that my father used as watchdogs, and Mammy Sally.

Apparently she'd never been on friendly terms with a negro in Frankfort, and when Mammy Sally jokingly told her one day she was going to send Jaybird to scold her, she became terrified of Jaybird and all the other demons of Mammy Sally's negro world.

I must confess that I added to her fears. I couldn't resist telling her about the legend of the woods surrounding Lexington. On the Maysville Pike to the north was the thick underbrush of canebrake, peavine, and pawpaw. To the east were the large sycamores, maples, and wild cherries.

"The Cherokees called it a dark and bloody land," I told her when we were lying awake in our beds one night. "Anything you can imagine lives in those woods."

"Like what?"

"Buffalo," I lied, "wolves and giant mammoths, runaway slaves and savage Indians."

"Do the Indians ever come to town?"

"No, but they watch us all the time."

She half believed me and half knew I was just entertaining her. But her fear of the savage Indians was very real.

One day a band of friendly Cherokee Indians came through town, right past our windows. I ran to find Liz, to show her how friendly they appeared, but couldn't find her. Her screams led me to the cellar, where I found her hidden in a corner, praying and sobbing, "Don't let them get me. Don't let them scalp me, please."

I stopped feeding her fears after that. I didn't know that my tales of folklore, which I'd learned from Mammy Sally, were so effective.

THERE WAS NO PLACE in our family, Pa said, for ignorant women. So in September, the best time of the year, the time when the sunshine was so mellow you wanted to drink it and the sky so blue you wanted a dress of the same color, Liz and I trudged three blocks up the hill to Reverend and Mrs. Ward's school at the corner of Second and Market.

"I thought we were going to the Lafayette Female Academy," Liz said. "That's what my mama told me."

"We can't."

"Why?"

"The Kentucky Gazette said that the school lost its respectability. That emulation slept and virtue fled."

"What's emulation?"

"I don't know."

"Oh, Mary, look at that." She stood there staring.

I looked. It was a coffle of slaves, all manacled together, being led, groaning and shuffling, down the street.

"Where are they taking them?" Liz asked.

I stared, too. "To the flatboats in Louisville, to be taken downriver to the markets in New Orleans," I recited carefully. Pa had told me all about it. Pa was a secret abolitionist, I think, but he dared not speak such sentiments in Lexington.

"We're going to be late for school, Liz," I said. "Let's go."

I supposed she didn't see such sights in Frankfort. Or at least she had been kept from them. She insisted on staying and staring until the slaves were out of sight. And we were late for school on the first day. Reverend Ward was not happy. And that's when we found out what emulation meant.

"It means looking up to and trying to imitate the virtues, the character, and the values of our American heroes," Reverend Ward said solemnly as we stood before him, waiting for permission to go to class. "It means trying to be better than you are. Now, so as you learn, you will both stay after school today and write a paper about who, in our history or in your family, you would like to emulate. Understood?"

I don't know who Liz wrote about. Likely her grandmother with the lace cap. I wrote about how Grandma Parker's maternal grandmother had brought food and clothing to her husband at Valley Forge. How she frequently brought provisions to the men and on one visit was greeted by General George Washington, who complimented her on her devotion to her husband and the cause.

When Reverend Ward read it, he scowled. "Where did you learn to write, Mary? Who taught you such words and such penmanship?"

"Sometimes my own mother," I said. "Sometimes Grandma Parker. Or Auntie Ann or my older sisters."

He harrumphed. "Good girl," he said begrudgingly. "Now go and sit and wait for your cousin. I think somehow that she has not had the same education as you."

It wasn't writing and penmanship that I had to learn at Ward's. Some of the other girls, like Margaret Wickliffe and Isabelle Trotter and one of my own cousins from Boone County, Emily Todd, were as accomplished as I was. I did have to learn arithmetic, history, geography, natural science, French, and religion. Mrs. Ward taught astronomy and something I liked best. On the afternoons when her husband was busy talking politics in the parlor with professors from Transylvania, she would take us into the kitchen and teach us how to make puddings and custards, cakes and candy.

She also was responsible for having us join the young ladies' library in Lexington and saw to it that we attended performances by every children's theater company as well as performances of Shakespeare and the American premiere of a Beethoven string quartet.

It was impossible not to like Mrs. Ward. Once a month, on a Saturday, she took us shopping and to the confectionery store of Mr. Giron, whose Swiss pastry cook made special meringues and macaroons for us.

I looked up to Mrs. Ward. Until the day she disappointed me.

Every May first the school erected a maypole in the square, and a girl from Fayette County was selected to be crowned Queen of the May.

It was supposed to be the prettiest girl from Fayette County. But Mrs. Ward was overly fond of Bible verses and required that we memorize them. The girl who memorized the most, she promised, would be queen of the May.

"Even if she isn't from Fayette County?" came the question from Emily Todd, my cousin from Boone County, who boarded at the school.

"Yes," Mrs. Ward promised. "It will be a very democratic process. Remember, this is the school where respectability is all. Where discipline hasn't died and emulation doesn't sleep."

I had no desire to be Queen, but my cousin Emily wanted it so badly she swore she'd memorize the most Bible verses.

She enlisted me to listen to her. She memorized 1,373 verses. And before she reached 50, I begged off.

"Do you think I'll get it, Mary? Do you?"

If women ever could run for president of the United States, Emily would be right there in the forefront, I thought.

"She said whoever memorizes the most verses will be crowned," I said quietly.

But it wasn't very democratic.

For one thing, the girls kept reminding Mrs. Ward that the contest had more to do with beauty than Bible verses. "It's supposed to be the prettiest girl," said Virginia Claymont, who came from our county and was the next to prettiest girl in school.

The prettiest was Catherine Drake. But she was from Nicholas County.

"You all get to wear white and march in an elegant parade to James Trotter's grove where a maypole will be erected. We want to make the best display for the school," was the response Mrs. Ward gave us.

Emily recited her verses. Some of us attended the class where a weary Mrs. Ward and her husband, the Reverend, sat and listened approvingly.

One by one, those of us who attended excused ourselves and left.

There was no doubt about it. Emily won, hands down. But Mrs. Ward still wouldn't name her Queen of the May. And we all knew why, especially Emily.

She simply wasn't pretty enough. The school needed a prettier girl. Before the day was over the girls were split and arguing over who should represent the school as Queen.

Mrs. Ward was beside herself. "I can't have this contest turning my girls against each other!" So she turned it into a civics lesson and had us vote for Queen of the May. "Women can't vote," Isabelle Trotter reminded her.

"They can in this school," Mrs. Ward said.

After some very secretive voting and whispering, the votes were counted. I knew most of the girls considered Emily a Miss Prissy-Boots for memorizing all those Bible verses. But the vote, as it turned out, was a tie. It was even, between Catherine Drake and Emily Todd.

"No more of this." Mrs. Ward gathered the little slips of paper with our votes on them and dumped them in a wastepaper basket.

"Catherine Drake will be Queen of the May," she announced.

To the cries of most, that Catherine came from Nicholas County, she paid no heed.

"But you said whoever memorized the most Bible verses," Emily complained.

"That isn't the point. The fighting that has occurred is distasteful to me. Perhaps next year the girls from this county will learn to take this more in stride."

"She turned on us," Emily sobbed to me later in her room where she boarded. "I know I'm not pretty, but does pretty mean everything?"

I hadn't thought so. Until now. It was a distasteful lesson, but perhaps the most important one I was to learn at Ward's, the school where respectability and discipline lived. The school where emulation never slept. And virtue hadn't fled.

"An outsider from Nicholas County has been selected for Queen of the May," the newspaper reported. "Two young ladies held a canopy over her. Their names were Emily Todd from Boone County and Mary Todd from our own Fayette County."

What the newspaper didn't say was that Emily Todd from Boone County had tears in her eyes while she held her part of the canopy.