When Serov the critic felt his hold on the musical world growing slacker, Serov the composer determined to make one desperate effort to recover his waning influence. He was now over forty years of age, and the great dream of his life--the creation of an opera--was still unrealised. Having acquired the libretto of _Judith_, he threw himself into the work of composition with an energy born of desperation. There is something fine in the spectacle of this man, who had no longer the confidence and elasticity of youth, carrying his smarting wounds out of the literary arena, and replying to the taunts of his enemies, "show us something better than we have done," with the significant words "wait and see." Serov, with his extravagances and cocksureness of opinion, has never been a sympathetic character to me; but I admire him at this juncture. At first, the mere technical difficulties of composition threatened to overwhelm him. The things which should have been learnt at twenty were hard to acquire in middle-life. But with almost superhuman energy and perseverance he conquered his difficulties one by one, and in the spring of 1862 the opera was completed. Serov had many influential friends in aristocratic circles, notably the Grand Duchess Helena Pavlovna, who remained his generous patroness to the last. On this occasion, thanks to the good offices of Count Adelberg, he had not, like so many of his compatriots, to wait an indefinite period before seeing his opera mounted. In March 1863 Wagner visited St. Petersburg, and Serov submitted to him the score of _Judith_. Wagner was particularly pleased with the orchestration, in which he cannot have failed to see the reflection of his own influence. The idea of utilising _Judith_ as the subject for an opera was suggested to Serov by K. I. Zvantsiev, the translator of some of the Wagnerian operas, after the two friends had witnessed a performance of the tragedy "Giuditta," with Ristori in the leading part. At first Serov intended to compose to an Italian libretto, but afterwards Zvantsiev translated into the vernacular, and partially remodelled, Giustiniani's original text. After a time Zvantsiev, being doubtful of Serov's capacity to carry through the work, left the libretto unfinished, and it was eventually completed by a young amateur, D. Lobanov.