A few months thereafter, on 28 January 1725, Peter The Great fell ill and died. The wedding was postponed while her mother assumed the throne as Empress Catherine I. On 21 May 1725, a grand wedding was held for Karl Frederick and Anna in the Trinity Cathedral. After the ceremony, the wedding party crossed the River Neva to the Summer Garden, where a special banqueting hall for the occasion had been designed. The tables were set with all sorts of delicacies, including enormous meat pies. When the orchestra began to play, the dwarves jumped out of the pies and began to dance on the tables.

Her father's death profoundly affected Elizabeth's future. The prospect of a great match for Elizabeth became remote. Her mother still hoped for a French marriage, but Louis XV had married the Polish princess, Marie Leszczynska, a daughter of Stanislaw I of Poland and Catherine Opalinska. At this point in St Petersburg, Elizabeth's new brother-in-law began praising the merits of his twenty years old cousin, Karl Augustus of Holstein-Gottorp, who happened to be brother of Johanna Elizabeth of Anhalt-Zerbst, mother of future bride to Peter III. Catherine I, who was fond of her son-in-law, agreed to invite this second young Holstein nobleman to Russia. Karl Augustus reached St Petersburg on 16 October 1726 and made a favourable impression. Elizabeth saw him as the kinsman of her adored sister's husband, which made it easy for her to fall in love. The engagement announcement had been set for 6 January 1727, when Empress Catherine I was stricken by a series of chills and fevers. The ceremony had to be postponed until she recovered. However, the empress did not recover; instead, she grew worse and in April, after reigning only twenty seven months, she died. In May, only a month after her mother's death, Elizabeth decided to go ahead with her marriage. Then, on 27 May, her prospective husband was stricken and several hours later the doctors diagnosed smallpox; four days later he was dead. Elizabeth, her happiness shattered at seventeen, cheriched his memory for the rest of her life.

Catherine I's death in May 1727 made Duke Karl Frederick's position precarious, as the power shifted to the hands of Alexander Menshikov, who aspired to marry eleven years old Emperor Peter II to his own daughter, Maria. And a quarrel between the troublesome duke and Menshikov resulted in the former's withdrawing to Kiel on 25 July 1727. When they arrived in the capital of Holstein, Karl Frederick underwent an instant personality change. Merry and gallant in St Petersburg, he was now a rude and drunken boor. He spent his time in the rowdy company of friends and other women, leaving his wife, now pregnant, entirely on her own. In Kiel, Anna would spend her days writing long, tearful letters to her sister Elizabeth. On 21 February 1728, Anna gave birth to a son named Karl Peter Ulrich, the future Peter III. A few days after the birth, the barely twenty years old duchess caught puerperal fever and died on 4 March. Before her death, Anna had asked to be buried alongside her father in St Petersburg. Thus two ships were dispatched to Kiel for Anna's body; the coffin was transported up the River Neva and, on 12 November 1728, she was laid to rest next to her parents.

Elizabeth was left alone and ever since her parents died the nobles of the realm suddenly seemed to have less time for her and the limelight that had always followed her faded right away. Her mother had left her two country estates and the house at Tsarskoe Selo, so she was materially provided for. She had her own household and her own staff, but life which had always been so easy for her suddenly became difficult and even dangerous. Although, by her mother's will, she now was next in line to the throne after Peter II, she posed no political threat to the young emperor. Indeed, she turned to him for friendship and soon Elizabeth and her nephew - a handsome, physically robust boy, tall for his age - became companions. Peter enjoyed his aunt's beauty and bubbling high spirits and liked having her nearby. In March 1728, when the court moved to Moscow, Elizabeth accompanied him. She shared the emperor's passion for hunting and together they galloped through the hills of Moscow countryside. In summer, they went boating together; in winter, sledging and tobogganning. When the emperor was away, Elizabeth sought other male companions. She confessed that she was 'content only when she was in love' and there was talk that she had been generous in giving pleasure to the young Peter himself. Elizabeth was endowed with her father's ardent impetuosity and never hesitated to gratify her desires. She was unashamed; she told herself that she had been made beautiful for a reason and that fate had robbed her of the only man she had ever really loved.

Elizabeth remained indifferent to power and responsibility. The friends who urged her to take more interest in her future were turned away. Then, there was a moment when the throne itself seemed there for the taking. On the night of 11 January 1730, fourteen years old Peter II, dangerously ill, died of smallpox. Elizabeth, then twenty, was asleep nearby. Her French physician, Jean Armand de Lestocq, burst into her bedroom, saying that if she arose, presented herself to the Guards, showed herself to the people, hurried to the Senate and proclaimed herself an empress, she could not fail. However, Elizabeth sent him away and went back to sleep. By morning the opportunity had evaporated and the Council had elected her thirty-six years old cousin, Anna Ivanovna. Elizabeth's failure to act was based partly on her apprehension that if she moved and failed, there was the chance of disgrace or even imprisonment. The stronger reason was that she was not ready. She did not want power and protocol; she preferred freedom. And she never regretted that night's decision.

Empress Anna was always wary of Elizabeth. Concerned that her cousin might constitute a threat, she took Elizabeth aside when the younger woman came to pay her respects. But Elizabeth's cheerful, open replies partially convinced the empress that her own fears were exaggerated. At first, Elizabeth was expected to attend the court on formal occasions and sit demurely near the empress. Elizabeth did her best, however, nothing could prevent her outshining her imperial cousin. Eventually, she wearied of the strain of living at the court and retreated to a country estate, where she resumed her independent life and where her behaviour and morals were free of the court surveillance.

Elizabeth loved the countryside, with its primeval forests and wide meadowlands. She loved joining in the lives of the peasants and shared their amusements such as dancing and singing, mushrooming in summer, tobogganing and skating in winter, sitting before a fire, eating roasted nuts and butter cakes. Because she was an unmarried young woman, her private life subject to no rules or authority, she became a subject of court gossip and, inevitably, of the empress' attention. Anna was offended by Elizabeth's frivolity, jealous of her appeal to men, nervous about her popularity and uncertain of her loyalty. At one point, Anna was so incensed by tales of Elizabeth's behaviour that she threatened to shut her up in a convent. For her part, Elizabeth understood that her status was changing when her yearly income was cut, then cut again. Anna's hostility, veiled at first, turned to personal meanness. When Elizabeth was infatuated with a young sergeant named Alexis Shubin, the empress banished him to Kamchatka, five thousand miles away. Elizabeth herself was commanded to return immediately to St Petersburg. She obeyed, taking a house in the capital and making a point by getting to know the soldiers in the Guards regiments. The officers who had served under her father and who had known her since childhood were delighted to see the last surviving child of their hero. She visited and spent time in their barracks, became familiar with the speech and habits of soldiers as well as officers, stood godmother to many of their children and soon had dazzled and conquered them.

Ironically, this much-admired young woman now found herself unable to marry. That she was the daughter and a potential heir of Peter The Great should have given her a glittering marital allure. But with Anna on the throne, Elizabeth faced insurmountable obstacles to any gilded marriage. No royal house could allow a son to pay her court otherwise this be interpreted as an unfriendly act toward Empress Anna. Elizabeth's reaction was to reject any thougt of marriage and choose freedom instead. Indeed, a man appeared whom she was to love devotedly and to whom her attachment was to be life-long.

One morning she heard a powerful new voice, a deep, rich bass, singing in the choir of the court chapel. The voice, as she discovered, belonged to a tall young man with black eyes, black hair and an appealing smile. He was a son of Ukrainian peasants, born the same year as Elizabeth at Lemeshi, a farm near Chernigov; his name was Alexis Razumovsky. In 1731, one of Empress Anna's courtiers, while passing through the village on his way back to the capital, was impressed with his vocal ability and took him to St Petersburg. The Ukrainian man was handsome which, along with his vocal talents, captivated Elizabeth, who immediately made him a member of the choir in her private chapel. And soon, he had a room near her apartment. As a favorite, Razumovsky was ideal for Elizabeth, not only because of his good looks but because he was a genuinely decent and simple man, liked for his kindness, good nature and tact. Untroubled by education, he was wholly lacking in ambition and never interfered in politics. Elizabeth loved his face, his gentle manner, his magnificent voice. Eventually he became her lover and possibly, after a secret marriage, her morganatic husband.

Another shadow fell across Elizabeth's future when, in 1730, Empress Anna brought to St Petersburg her German niece, Elizabeth Catherine Christine of Mecklenburg-Schwerin, and converted her to Orthodoxy under the name of Anna Leopoldovna. Next, the empress proposed Anna Leopoldovna to marry the German prince Anthony Ulrich of Brunswick-Wolfenbuttel. Anna, who was in love with someone else, refused, but the empress insisted and in the spring of 1738 the engagement was announced. The few months before her marriage saw Anna transformed from a lively, pleasant girl into a plain, silent, unhappy bride-to-be, bitterly resentful of her aunt's decision. In July 1739, Anna married Anthony Ulrich and on 24 August 1740, she gave birth to a son. Overjoyed, the empress insisted that the boy be named Ivan after her own father. Scarcely a month later, the empress suffered a stroke. However, she recovered temporarily and, in feverish haste, declared her infant grandnephew to be her heir. On 16 October 1740 Empress Anna suffered a second stroke. This time her doctors pronounced her condition hopeless and, at the age of forty-seven, she died. The following day, the two months old baby was proclaimed Emperor Ivan VI.

Ernst Johann von Biron became Regent and began his rule in a conciliatory way. He made effort to speak Russian instead of German when he appeared in public and to ingratiate himself with Elizabeth. Biron consulted her often and held conferences with her which sometimes lasted hours. Critics thought he was trying to persuade her to marry his odious elder son Peter and to use her influence with Duke of Holstein-Gottorp, now a widower, to persuade him to marry his daughter. The success in either of these directions might have secured the throne for his descendants, but if this was a plan it came to nothing.

In November 1740 Andrey Osterman, the minister of Foreign Affairs, smeared his face with lemon juice and took to his bed pretending to be ill, while Burkhard Christoph von Munnich organized a coup in favour of Ivan VI's parents. The commission appointed to try Biron's case condemned him on 11 April 1741 to death by quartering, but this sentence was commuted by the clemency of the new regent, Anna Leopoldovna, to banishment for life at Pelym in Siberia.

At first Regent Anna seemed reasonably well disposed towards Elizabeth. Elizabeth was frequently invited to the Winter Palace, however, the women were surrounded by people only too anxious to feed their fears of each other and their friendship did not prosper. Elizabeth soon became more reserved and went only for ceremonies she could not avoid. By February 1741, Regent Anna had given orders that Elizabeth be watched, however, these constraints did not escape the notice of the court and the diplomatic community. Regent Anna now surrounded herself only with foreigners. She left affairs more and more to her German advisers and spent less time on state business and more time on her coiffure and on designing an elaborate new hairstyle to be worn by the ladies of the court. Henceforth Osterman ruled Russia virtually while Anna spent her hours playing cards, chattering to her ladies-in-waiting and complaining about her husband's timidity. Anna Leopoldovna and her husband certainly seemed a contemptible couple, accusing each other of having affairs. Elizabeth did not care if Anthony Ulrich was in love with Julia Mengden, the nurse of Emperor Ivan VI, or if Anna herself was consoling with the Saxon ambassador, Carl Moritz zu Lynar, but she could not but be impressed by their incompetence.

In early autumn of 1741 Elizabeth heard rumors that Regent Anna was planning to insist that she put in writing a renunciation of her claim to the throne. A tale circulated that the regent was about to force her to become a nun and enter a convent. On the morning of 24 November, Jean Armand de Lestocq came into Elizabeth's bedroom, awakened her and handed her a paper. On one side, he had drawn a picture of her as an empress, seated on the throne, and on the other, he had depicted her dressed as a nun and behind her he had drawn a rack and a gibbet. 'Madam, you must choose finally now whether to be empress or to be relegated to a convent and see your servants persih under torture' he said. Elizabeth decided to act and, at midnight of 25 November, she set off for the barracks of the Guards. Followed by three hundred men, Elizabeth made her way through a bitterly cold night to the Winter Palace. By the time they reached the Nevsky Prospect, it was reckoned that her sledge was making too much noise, so they helped her out and she went on by foot. However, the pace was fast and they urged Elizabeth to go faster, then they took her by the arms and virtually carried her along. Walking past the unprotesting palace guards, they rushed up the staircase and along deserted corridors. Elizabeth led the way to the regent's bedroom, where she touched the sleeping woman on the shoulder. Regent Anna muttered irritably in her sleep, then her eyes blinked open and she realized immediately what had happened. There were no protests, no recriminations and no complaints. She only begged that no harm should befall her son and that her companion, Julia Mengden, be alloweed to stay with her. And Elizabeth assured her that no harm would come to any member of the Brunswick family. To the nation she announced that she had ascended her father's throne and that the usurpers had been apprehended and would be charged with having deprived her of her hereditary rights.