out of countenance

from The Collaborative International Dictionary of English v.0.48
Countenance \Coun"te*nance\ (koun"t[-e]*nans), n. [OE.
   contenance, countenaunce, demeanor, composure, F. contenance
   demeanor, fr. L. continentia continence, LL. also, demeanor,
   fr. L. continere to hold together, repress, contain. See
   {Contain}, and cf. {Continence}.]
   1. Appearance or expression of the face; look; aspect; mien.
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            So spake the Son, and into terror changed
            His countenance.                      --Milton.
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   2. The face; the features.
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            In countenance somewhat doth resemble you. --Shak.
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   3. Approving or encouraging aspect of face; hence, favor,
      good will, support; aid; encouragement.
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            Thou hast made him . . . glad with thy countenance.
                                                  --Ps. xxi. 6.
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            This is the magistrate's peculiar province, to give
            countenance to piety and virtue, and to rebuke vice.
                                                  --Atterbury.
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   4. Superficial appearance; show; pretense. [Obs.]
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            The election being done, he made countenance of
            great discontent thereat.             --Ascham.
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   {In countenance}, in an assured condition or aspect; free
      from shame or dismay. "It puts the learned in countenance,
      and gives them a place among the fashionable part of
      mankind." --Addison.

   {Out of countenance}, not bold or assured; confounded;
      abashed. "Their best friends were out of countenance,
      because they found that the imputations . . . were well
      grounded." --Clarendon.

   {To keep the countenance}, to preserve a composed or natural
      look, undisturbed by passion or emotion. --Swift.
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