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Elisabeth's two veteran favourites, the genial, athletic Alexei Razumovsky, the Cossack choirboy-turned-Count, and the aesthetic, round-faced Ivan Shuvalov, Potemkin's university patron, still only thirty-four, attended her fondly - and anxiously. Prince Nikita Trubetskoi, the bull-like Procurator- General of the Senate, watched on behalf of the older Russian nobility. The Heir, Grand Duke Peter, was nowhere to be seen. He was drinking with his German cronies outside the sickroom, with the lack of dignity and tact that would make him hated. But his wife Catherine, who half hated and half loved the Empress, was ostentatiously beside the deathbed and had been there, sleeplessly and tearfully, for two nights.

Catherine was a picture of solicitous affection for her dying aunt and Empress. Who, admiring her lachrymose sincerity, would have guessed that a few years earlier she had mischievously quoted Poniatowski about the Empress thus: 'Oh, this log! She simply exhausts our patience! Would that she die sooner!' The Shuvalovs, the latest of a succession of intriguers, had already approached Catherine about altering the succession in favour of her and her infant son, Grand Duke Paul - but to no avail. All those intriguers had fallen or departed. Catherine alone survived, closer and closer to the throne.25

The Empress became still. The gawky Grand Duke was summoned, as Elisabeth was about to die. He came at once. As soon as she died, the courtiers fell to their knees before Peter III. He left swiftly, heading straight for the Council to take control. According to Catherine, he ordered her to remain beside the body until she heard from him.26 Elisabeth's ladies had already begun bustling around the body, tidying up the detritus of death, drying the sweat on her neck and brow, rouging her cheeks, closing those bright-blue eyes for the last time.

Everyone was weeping - for Elisabeth had been loved despite her frivolities and cruelties. She had done much to restore Russia to its position as a great European power, the way her father had left his Empire. Razumovsky rushed to his room to mourn. Ivan Shuvalov was overcome with 'hypochondriacal thoughts' and felt helpless. The sturdy Procurator-General threw open the doors into the anteroom and announced, with tears rolling down his old face, 'Her Imperial Majesty has fallen asleep in God. God save Our Most Gracious Sovereign the Emperor Peter III.' There was a murmur as they hailed the new reign - but the Court was filled with 'moans and weeping'.27 Outside, the Guards on duty 'looked gloomy and dejected. The men all spoke at once but in a low voice ... That day [thus] wore an almost sinister aspect with grief painted on every face.'28

At 7 p.m., Senators, generals and courtiers swore allegiance to Peter III. A thanksgiving 'Те Deum' was sung. While the Metropolitan of Novgorod solemnly lectured the new Emperor, Peter III was beyond himself with glee and did not conceal it, behaving outrageously and 'playing the fool'.29 Later the 150 leading nobles of the Empire gathered for a feast in the gallery to toast the new era, three rooms from the chamber where the imperial cadaver lay. The weeping Catherine, who was both a woman of sensibilite and a cool- hearted political player, acted her part. She mourned the Empress and went to sit beside the body three days afterwards. By then, the overheated rooms must have been thoroughly rank.30

In Prussia, Russian troops had just taken the fortress of Kolberg and were occupying East Prussia, while in Silesia another corps was advancing with units of Russia's Austrian allies. The destruction of Frederick the Great was imminent. The road to Berlin was open. Only a miracle could save him - and the death of Elisabeth was just that. Peter ordered an immediate halt and opened peace talks with an astonished, relieved King of Prussia. Frederick was willing to offer East Prussia to Russia, but even this was not necessary.[11]

Instead, Peter prepared to start his own private war against Denmark, to win back Schleswig for his German Duchy of Holstein.

At Elisabeth's funeral on 25 January 1762, Emperor Peter III, in high spirits, invented a game to make the day pass more quickly: he loitered behind the hearse, let it advance for thirty feet and then ran after it to catch up, dragging the elderly courtiers, who had to hold his black train, along behind him. 'Criticism of the Emperor's outrageous behaviour spread rapidly.'

His critics naturally looked to his wife. In the very hour of Elisabeth's death, Catherine received a message from Prince Kirill Dashkov of the Guards which said: 'You have only to give the order and we will enthrone you.' Dashkov was another of a circle of Guardsmen including heroes of the Seven Years War like the Orlov brothers. The pregnant Catherine discouraged treason. What is remarkable about her eventual coup was not that it was successful, because so much of a conspiracy depends on chance, but that it was already fully formed six months earlier. Catherine somehow managed to prevent it blossoming before she had recovered from her confinement.

It was the new Emperor himself who unconsciously decided both the timing and the intensity of the conspiracy. In his reign of barely six months, Peter contrived to alienate virtually all the major forces of Russian political society. Yet his measures were far from barbarous, though often imprudent. On 21 February 1762, for example, he abolished the feared Secret Chancellery - though its organs survived and were concealed as the Secret Expedition under the aegis of the Senate. Three days earlier, the Emperor had promulgated his manifesto on the freedom of the nobility, which liberated the nobles from Peter the Great's compulsory service.

These measures should have won him some popularity, but his other actions seemed deliberately designed to alienate Russia's most powerful interests. The army was the most important: during the Seven Years War, it had defeated Frederick the Great, raided Berlin and brought Prussia's awesome military machine to the very edge of destruction. Now Peter III not only made peace with Prussia but also arranged to lend Frederick the corps that had originally aided the Austrians. And it got worse: on 24 May, Peter issued his ultimatum to Denmark, on behalf of Holstein, that was calculated to lead to a war, quite unconnected to Russian interests. He decided to command his armies in person.

Peter mocked the Guards as 'Janissaries' - the Turkish infantrymen who enthroned and deposed Ottoman sultans - and decided to disband parts of them.31 This redoubled the Guards' conspiracies against him. Sergeant-Major Potemkin himself, who already vaguely knew the Orlovs, now demanded to join the plot. This is how it happened. One of the Orlov set, a captain in the Preobrazhensky Guards, invited a university friend of Potemkin's, Dmitri Babarykin, to 'enter their society'. Babarykin refused - he disapproved of their 'wild life' and Grigory Orlov's affair with Catherine. But he confided his distaste to his university friend. Potemkin 'on the spot' demanded that Babarykin introduce him to the Preobrazhensky captain. He immediately joined the conspiracy.32 In his first recorded political act, this Potemkin rings true - shrewd, brave, ambitious and acting on the emotional impulse that was to be his trademark. For a young provincial, it was truly a stimulating moment to be a Guardsman.

Meanwhile Peter promoted his Holsteiner family to major positions. His uncle (and Catherine's) Georg-Ludwig of Holstein-Gottorp was appointed member of the Council, colonel-in-chief of the Horse-Guards, and field- marshal. This Georg-Ludwig had once flirted with a teenage Catherine before she left for Russia. By coincidence, when he arrived from Holstein on 21 March, Prince Georg-Ludwig was assigned Sergeant-Major Potemkin as his orderly.33 Potemkin was not shy in pushing himself forward: this position ensured that, as the regime unravelled, he was well placed to keep the conspiracy informed. His immaculate horsemanship was noted by Prince Georg-Ludwig, who had him promoted to Guards full sergeant. Another Holstein prince was named governor-general of St Petersburg and commander of all Russian troops around the Baltic.