'''The Ugly Duchess''' (also known as ''A Grotesque Old Woman'') is a satirical portrait painted by Flemish artist, Quentin Matsys, around 1513.

The Duchess is an antagonist of The Queen of Hearts. In her first appearance, the Duchess seems nearly as unpleasant as the Queen herself, but later on treats Alice with friendliness and respect.

The Duchess lives in Wonderland in a small palace just outside the Caterpillar's forest. She employs a footman, whom Alice thinks resembles a frog, and a cook who is addicted to pepper and who throws crockery and kitchen utensils over her shoulder with no concern for those who might be hit. The footman enjoys staring at the sky for days on end, oblivious to most people in or out of the house. The Duchess also has a child and a cat. Lewis Carroll is not explicit about her physical attributes, but Tenniel's drawings illustrate an ugly and grotesque woman with an extremely large head and from context it is clear that Alice finds her quite unattractive. Her character is strongly voluble; at times she even seems to have a double personality. When she first meets Alice in her kitchen, she shows herself to be nervous, aggressive, and not disposed to interact. She recites one of the more well-known rhymes in the book, when she advocates beating a child for sneezing:

:Speak roughly to your little boy
:and beat him when he sneezes
:he only does it to annoy
:because he knows it teases.
:I speak severely to my boy
:I beat him when he sneezes
:for he can thoroughly enjoy
:the pepper when he pleases

As the Cook has absolutely saturated the kitchen with pepper, and the baby sneezes constantly, one can only conclude he has probably suffered quite a bit at his mother's hands. Taking pity on the child, Alice spirits him away, only to find that he has transformed into a pig. It is never explained why this happens, but Alice looks on the bright side, concluding that while the baby wasn't a very attractive baby, it makes for a good-looking pig.

Of the Duchess' household, the Cat appears to be by far the most balanced and sensible, although it states that, like everyone else in Wonderland, it is mad. How the Cat came to live with the Duchess is, like so many other matters in Wonderland, a mystery. Later, when the Cat meets up with Alice, it appears it has left the Duchess for good.

When Alice meets the Duchess for the second time at the Queen's croquet party, the Duchess is much more chatty and almost flirtatious, seemingly determined to charm the young girl for reasons unknown. She repeatedly places her chin firmly on Alice's shoulder, which Alice finds disturbing as well as uncomfortable, as the Duchess has a very sharp, pointy chin. Even so, Alice begins to suspect that the Duchess might actually have a pleasant personality after all, and that her earlier ruthlessness was caused by the pepper. In any case, the Duchess has no concern for her baby now that he's become a pig.

The Duchess is often seen as a child's-eye-view of emotionally volatile and mysterious adults, switching back and forth between dark moods and condescending affection at unpredictable times.

*Alice's Adventures in Wonderland
*The Nursery “Alice”
*A New Alice in the Old Wonderland

*Alice in Wonderland (1886)

*Alice in Wonderland (1903)
*Alice in Wonderland (1910)
*Alice in Wonderland (1915)

*Betty in Blunderland (1934)

*[http://en.wikipedia.org/wiki/Duchess_%28Alice%27s_Adventures_in_Wonderland%29 Wikipedia]
*[http://aliceinwonderland.wikia.com/wiki/The_Duchess Alice in Wonderland Wiki]
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