Her mother was the daughter of a commoner, the Right Honourable Stephen Poyntz, of Midgham, in Berkshire. This lady was long remembered both by friends and neighbours with veneration. She was sensible and intelligent, polite, agreeable, and of unbounded charity; but Miss Burney, who knew her, depicts her as ostentatious in her exertions, and somewhat self-righteous and vainglorious. She was, however, fervently beloved by her daughter, who afterward made several pecuniary sacrifices to ensure her mother's comfort. The earliest years of Lady Georgiana (as she became after her father was created an earl) were passed in the large house at Holywell, close to St. Albans, built by the famous Duke of Marlborough on his wife's patrimonial estate. Aged people, some fifteen years ago, especially a certain neighbouring clergyman, remembered going to play at cards in this house; and the neighbourly qualities of Lady Spencer, as much as her benevolence to the poor, endeared her much to the gentry around. She exercised not only the duties of charity, but the scarcely minor ones of hospitality and courtesy to her neighbours. Before the opening of railroads, such duties were more especially requisite to keep together the scattered members of country society. Good feelings were engendered, good manners promoted, and the attachment then felt for old families had a deeper foundation than servility or even custom. As Lady Georgiana grew up, she displayed a warm impressionable nature, a passion for all that was beautiful in art, strong affections, and an early disposition to coquetry. Her character spoke out in her face, which was the most eloquent of all faces; yet it was by no means beautiful if we look upon beauty critically. There were persons who said that her face would have been ordinary but for its transcendent loveliness of expression. Unlike the fair Gunnings, she was neither regular in features nor faultless in form, yet theirs was baby-beauty compared with hers. True, her hair inclined to red, her mouth was wide, but her complexion was exquisite; and the lips, ever laughing, were parted over a splendid set of teeth, an attribute rare in those days when the teeth were often decayed in youth. She had, too, a charm of manner natural to her, and a playfulness of conversation, which, springing from a cultivated mind, rendered her society most fascinating. "Her heart, too," writes Wraxall, her cotemporary, "might be considered as the seat of those emotions which sweeten human life, adorn our nature, and diffuse a nameless charm over existence." A younger sister, Henrietta Frances, afterward Lady Duncannon, and eventually Countess of Besborough, was also the object of Lady Georgiana's warm affection; and, although Lady Duncannon was very inferior to her in elegance of mind and personal attractions, she equalled her in sisterly love.