no enemy on whom to employ his revenge, marched
forward into the country, destroying with fire and sword all the
southern parts; and would, in all probability, have made terrible
impressions into the heart of Scotland, if he had not been suddenly
recalled by a more dangerous fire at home, which had been kindled in his
absence, and was now broken out into a flame.

Robert Earl of Gloucester, natural son of the late King, came into
England some time after the advancement of Stephen to the crown; and,
yielding to the necessity of the time, took the oath of fealty upon the
same condition used by the other nobles, to be of force so long as the
King should keep his faith with him, and preserve his dignity inviolate:
but, being in his heart wholly devoted to the interests of the Empress
his sister, and moved by the persuasions of several religious men, he
had, with great secrecy and application, so far practised upon the
levity or discontents of several lords, as to gain them to his party:
for the King had, of late, very much alienated the nobles against him;
first, by seizing several of their persons, and dispossessing them of
their lands; and, secondly, by taking into his favour William d'Ypres, a
Flemish commander, of noble birth, but banished by his prince. This man,
with many of his followers, the King employed chiefly both in his
councils and his armies, and made him Earl of Kent, to the great envy
and displeasure of his English subjects. The Earl of Gloucester,
therefore, and his accomplices, having prepared all things necessary for
an insurrection, it was agreed among them, that while the King was
engaged against the Scots, each of them should secure what towns and
castles they could, and openly declare for the Empress. Accordingly Earl
Robert suddenly fortified himself in Bristol; the rest followed his
example; Hereford, Shrewsbury, Ludlow, Dover,[30] and many other places,
were seized by several lords, and the defection grew so formidable, that
the King, to his great grief, was forced to leave his Scottish
expedition unfinished, and return with all possible speed to suppress
the rebellion begun by his subjects; having first left the care of the
north to Thurstan Archbishop of York; with orders carefully to observe
the motions of the Scots.

[Footnote 30: Robert Earl of Gloucester had been entrusted by Stephen
with the custody of Dover Castle: but Robert lying now under heavy
suspicion, the King sent Matilda his quee