In Victorian Britain, across age and class divides, men and women differed in their access to and use of power, in their perceptions of power and powerlessness, and in the behaviours they thought proper to power. The ambiguities show starkly in the life of Lady Caroline Agnes Horsley Beresford (1818-94). Her first husband was a Duke, her second a wealthy horse racing aficionado, and her third forty years younger than she.