("`-''-/").___..--''"`-._ `6_ 6 ) `-. ( ).`-.__.`) (_Y_.)' ._ ) `._ `. ``-..-' _..`--'_..-_/ /--'_.' ,' (((' (((-((('' (((( K R I S T E N' S C O L L E C T I O N _________________________________________ WARNING! This text file contains sexually explicit material. If you do not wish to read this type of literature, or you are under age, PLEASE DELETE THIS FILE NOW!!!! _________________________________________ Scroll down to view text -------------------------------------------------------- This work is copyrighted to the author © 2006. Please don't remove the author information or make any changes to this story. You may post freely to non-commercial "free" sites, or in the "free" area of commercial sites. Thank you for your consideration. -------------------------------------------------------- Ruthann's High School - 5 by Strength + Wisdom (silvermanez@hotmail.com) *** Another day, another chance to avoid temptation. Too bad it is almost impossible to do. (Mg, ped, exh, 1st) *** PART 5 "Eight.... Nine.... Ten." With a resounding THUD Scott let the bar fall back into place on the rack. He and his training partner Justin were doing arms this morning, which was usually a very enjoyable workout, but Scott’s head was not in it, and Justin could tell. "What the hell’s the matter with you today? It’s not like you to be distracted during a workout, but your brain looks like it’s a million miles away right now." "I’m sorry brother. I don’t know what is the matter this morning." Which was a boldfaced lie, but that was OK. Scott knew exactly what was the matter, but he couldn’t tell Justin that he was distracted because of the pair of panties that was mixed in with the clothes in his gym bag. He couldn’t say that instead of biceps and triceps, his mind could only picture a gorgeous pair of tits that he was never supposed to have seen in the first place. Or that the pair of tits had inspired him to get off twice the night before, and once again early this morning before heading to the gym. No, Justin seemed like a pretty open-minded guy most of the time, but Scott didn’t know how he would react to the reasons for the distraction this morning. "Well, if you are going to be ready for that contest in 10 weeks, you had better figure out what the hell is the matter, and get it fixed in a hurry. You can’t afford to waste workouts like this." "Yea Justin, I know. Look, I am going to get on the treadmill and try to sweat some of this out. Do you want to come with, or are you going to keep at this?" "I think I am going to try and salvage this workout with a few more sets of Tri’s. I’ll see you in the locker room." Scott got his gym bag and headed across the club to the cardio area. It was unusual for him to lose focus in the gym, especially with a contest looming on the horizon, but Ruth-Ann was certainly an unusual influence on his life. Doing cardio would at least give him something positive out of this morning. While he was power walking on the treadmill, Scott tried to think about what had happened, and where this was going to go from here. Where this was going to go? Was he mad!? This did not need to go anywhere. He had fondled and gotten a student off in his office, and then dumped his juice in her mouth. That alone could get him fired and banned from teaching for the rest of his life. Luckily she was already 18, so at least it had not been illegal in the eyes of the law. But very morally wrong at the same time, and he knew that he had to bring an end to it. Now he just had to figure out how to end it, and what to do with that piece of clothing in his bag that was still haunting him. With his resolve somewhat set, Scott finished his 20 minutes on the treadmill, and then headed to the locker room. Once he had made some sort of decision, his brain cleared a little, and he was actually able to build up a good sweat and get his blood pumping, which gave him somewhat of a feeling of accomplishment. He may not have annihilated his arms this morning, but his legs felt nice and tight, and he had a decent pump from the cardio. So overall not a totally wasted trip today. Opening the door to the locker room, Scott noticed that it was empty as usual. There were not too many people that made the gym their home at 6:30 in the morning, which is the way he liked it. Most of the members here were part of the after work crowd, which Scott avoided at all costs. Too many people crammed into one space. Scott had an exercise room in his house that provided evening cardio options if he felt the need to do that. Setting his bag down on the bench, Scott quickly stripped down and threw his clothes on top of his bag. Taking a hot shower and steaming the room up would allow him a little bit more time to think about things, and how he was going to handle that girl when he saw her this morning. Because he knew he could not hide in his office. He was always by the front door in the mornings, and if he changed his routine, someone would notice, especially Stephanie. So it would have to be business as usual as much as possible under the circumstances. Scott grabbed a towel off of the counter, and headed into the shower room. Going over to the corner, he turned on both of the showerheads on the wall, and smiled as the steam began to build. Standing in that corner, he could get both shower heads going on his body at once, which was a close approximation of his shower at home. Six shower jets, all coming in from the sides. ‘I wonder what Ruth-Ann would look like in my shower?’ Just as soon as the thought came into his mind, he tensed up and forced it to go away. This girl was making life hell for him, and he had to maintain control. After a couple of minutes under the shower, letting the steam billow around him, Scott realized that he had forgotten his shampoo in his bag. The club provided shampoo and soap in dispensers on the wall, but he did not like the generic stuff that they used, so he made sure to bring his own. Stepping out of the shower room, Scott turned the corner while he rubbed the water out of his eyes. He reached into his bag to grab the shampoo and body wash, and then noticed that the underwear that he had just taken off were laying on the floor on the other side of the bench. ‘That’s strange,’ he thought to himself, ‘ I could have sworn I left them under my pants.’ Picking up his jock strap and placing it back on top of his bag, Scott headed back into the shower where the hot water had made the entire room a steam bath, and reduced visibility to almost nothing. A quick wash of the hair and body, and then relax under the hot water for a couple more minutes before he had to go. Now that he was not actively doing anything except standing, Scott’s brain began to wander again. Thinking back to yesterday morning in his office, with Ruth-Ann going from a shy demure student to almost taking charge of the situation, and helping him to get off. It was almost like she was begging for him to come in her mouth, and then showing off for him afterwards as she was getting dressed again, and then teasing him further by leaving her panties in his office. Her panties. He had placed them under his pillow last night as a constant reminder, even though as he was doing it he knew that he was only making it worse for himself. His dreams last night were filled with images of Ruth- Ann in his office, in his truck, and by the indoor pool at the house, each time with her shirt off, bra pulled down under those gorgeous tits, on her knees, and begging for him to come in her mouth again. He had awoken in the morning with another massive hard-on, which was impressive considering he had come twice the night before, and he was not that young anymore. Pulling her panties out from under his pillow, he had lain in bed smelling her scent that had soaked into the crotch and beating his meat furiously. He had to take a quick shower before he left for the gym because of the load of cum that he had sprayed all over his crotch thinking about watching Ruth-Ann’s face in the mirror as she had come the day before. Without realizing it, Scott was now leaning against the wall of the shower room, steam billowing all around him, and stroking himself to yet another erection. Getting hard five times in a 24 hour period had to be some sort of record for him. The slamming open of the locker room door brought Scott’s mind back in focus, and he realized that being discovered jerking off in the shower might be a little hard to explain. So he turned off the water, grabbed his shampoo in one hand, and his towel in the other. Instead of wrapping the towel around his waist, he held it in front of his crotch in order to give himself a minute to calm down, and not to draw the stares of whoever had just walked into the locker room. Exiting the shower, Scott saw Justin sitting on one of the benches taking his shoes off. "Did you save any hot water for me? It looks like a damn sauna in there." "Yea, I did. With as much as they charge here, they should have a boiler buried in the basement." "Well, if they don’t, maybe you can buy them one." "Not unless they gave me an ownership stake in the place, which would really be more of a headache than it is worth. So maybe not this time, but after I retire and buy the place, we will see." Justin just rolled his eyes, stripped off the rest of his clothes, and headed for the shower. Scott’s cock had finally decided to descend to somewhere around half-mast, so it was safe to drop the towel and try to get his underwear on. Reaching into his bag, he pulled out the red cotton thong he had packed today. ‘Thank god for the International Male and Undergear catalogs.’ Scott thought to himself. ‘Some of the best underwear on the planet.’ After getting his suit on, and making sure his hair looked all right, Scott did a final check to make sure he had everything he needed on his person, and realized he had placed Ruth-Ann’s panties in the inner pocket of his suit jacket without even knowing it. ‘This girl is going to be the death of me.’ Grabbing his bag, Scott headed out of the locker room with a purpose, determined to end this before it went any further. ***** Ruth-Ann was having a difficult time getting dressed this morning. It really should not have been that hard, because the uniform was mandated at school. She just could not decide what underwear to wear that day. She knew that it had to be white, and the panties had to be cotton, but she was undecided. Because most of her white bras were too small, due to her growth spurt over the summer, she had bought about half a dozen new white bras, and almost twice as many pairs of white panties last night. Some of them were matching sets, and some she had bought just because they were pretty. She had bought everything from high cut briefs to string bikinis, but no thongs. For one, she did not think that she would be able to get away with a thong under her school uniform skirt, and second, she had always found them uncomfortable whenever she had tried to wear them for any length of time. She knew from the internet chat rooms she visited on occasion that boys and men for the most part were not picky about the kind of panties a woman wore if they knew they might have a chance of getting at what was inside the panties. Boys were so easy in that regard. Promise them the possibility of pussy, and they would go to the moon and back for you. Looking into her underwear drawers again, she knew that she had to make up her mind, or she would be late for school. She had a separate drawer for her bras and panties, which made choosing a little easier. Her mom had jokingly called her "The Underwear Queen" about a year ago because Ruth-Ann had so much underwear. Since that time, Ruth-Ann made sure to do her own laundry so that her mom would forget about that. She enjoyed shopping for underwear and lingerie – it was almost a guilty pleasure for her. In the past year since her mother’s comment she had really stepped up her shopping, and had almost doubled her bra and panty stash. She had counted them all one day, and there were around a hundred pairs of panties, and almost forty bras, which explained the two full drawers needed to hold them all. Ruth-Ann had items in her drawers that she had bought and only worn once because they were washed, and then had been lost in the drawer for months. She liked having underwear for almost any mood she was in. Except for this morning. She was feeling very excited about the prospect of getting in to see Mr. Hanson again this morning, but also a little apprehensive. What if he did not want anything else to happen? What it he was having regrets about the other day? He was the principal, and her a student, but it had felt so good, and so right, that she really was trying not to worry about that right now. "KQRS 95.7 Hot FM, the hottest spot on the dial, serving you up the top hits of today and your favorites from yesterday. At 7:15, here is your morning traffic...." Shit! She had been so lost in her fantasy; the time had gotten away from her. She only had 15 minutes before the first bell at school, and she was still standing naked in her bedroom. She decided on a white string bikini with lace on the front, and a sheer bra that supported her well, but was totally see-thru if someone stood right in front of her. Getting the rest of her uniform on in two minutes flat, she ran a brush through her hair one more time, and grabbed her athletics bag on the way out of the room. Could she make a ten-minute drive in seven minutes? She was about to find out. ***** Scott stood at the front door of the school with his ever-present cup of coffee. The first bell was getting ready to ring, and he still had not seen Ruth-Ann come through the door, or even into the parking lot. All of the girls that she hung out with were already accounted for, so she must be running late. Sure enough, as the first bell began to ring, he saw her Explorer turn the corner at about 90 miles an hour and pull into the lot. She pulled into the last parking spot on the row, and then climbed out. Reaching back into the passengers seat, she unintentionally (he thought) gave Scott a glance at the entire back of her thighs up to the bottom of her ass cheeks as she pulled her backpack and gym bag out of the car. She was hoping that she might be able to sneak into school unnoticed, and then think up some excuse for her first period teacher, but when she Principal Hanson standing at the front door, she knew she was busted. Which in a sense, might not be that bad of a proposition. It would give her the excuse that she needed to get into Scott’s office again. "Good morning Ms. Miller." "Good morning Principal Hanson." "Do you realize that you are late, young lady?" "Yes sir." "Do you have a good reason why you are late?" Should she tell him the truth, that she was late because had she spent too long fantasizing about what bra and panties would be the biggest turn-on for him? It was probably not the best idea to mention that in front of the school where anyone could walk by and overhear her. "No sir. I just lost track of time this morning." "That is not good Ms. Miller. I want you to come to my office during lunch today to discuss your tardiness." Ruth-Ann felt her nipples go hard as soon as Scott has said it. "Yes sir. Should I eat lunch first, and then come, or come before I eat?" The smile flashed across her face in an instant as she realized the double entendre of her words. The double meaning was not lost on Scott, even though he tried his best to not show a reaction of any sort. "I think you should come to my office before you go to the cafeteria to eat your lunch. Now go on to first period, and tell your teacher that I gave you permission to come in late." "Thank you Principal Hanson." Ruth-Ann could not hide the smile on her face as she walked away. This day was going to be even better than yesterday. Coming to his office at the beginning of the lunch period would mean that everyone else in the office would be in the cafeteria. She assumed that she would just walk in, which was fine by her. ***** The morning was a blur for Scott. He had tried to focus on the paperwork that Samantha had for him that day, but every time his brain tried to focus on the matter at hand, it had kept drifting back to Ruth-Ann, her comments that morning, and the pair of panties that he still had in the inner pocket of his jacket. He was almost thankful when the bell rang for the lunch period, and Samantha stuck her head in his office. "Time for lunch Scott." "I am going to eat my lunch in here today Samantha. I am not feeling that well, so I will just eat my food here at my desk and try to get a few more things done." "Ok, if you insist. Would you like me to close the outer door to the office area?" "Go ahead and close it, and turn on the buzzer so that it goes off if anyone comes in. I don’t want anyone sneaking up on me." "Ok, no problem." Samantha looked at him quizzically for a second, and then turned around and walked out of the office. Scott heard the door close, and the quiet of the building settled around him. The cafeteria was on the other side of the school, and with everyone eating lunch at the same time; this end of the school was pretty well deserted. Which is what he wanted. He wanted to have privacy so that he would be able to try and end this thing with Ruth-Ann before it went any further. Not one minute later, he heard the front door chime go off, indicating someone had just entered the office suite. He heard footsteps, and then Ruth-Ann’s head poked around the corner of his office. "Principal Hanson, you said you wanted me to come to your office before I ate lunch?" "Yes, Ms. Miller please come in and take a seat." Scott indicated one of the chairs in front of his desk instead of the couch where she had sat yesterday. No need to make the temptation any greater on himself than it already was. Ruth-Ann sat down and tried to keep herself very still. She had been fantasizing all morning about what could possibly happen in the office today, and was very excited because of all the possibilities that had kept running through her head. "Ms. Miller, I believe that we have something that we need to talk about. I.... You... what we... oh Hell! What happened yesterday in this office was wrong for both of us, and can not happen again." Scott didn’t believe the words at all, even as they were coming out of his mouth. So much for conviction. Ruth-Ann had actually put some thought into the fact that Principal Hanson might feel like this. She had not come up with a passable way to talk him into thinking everything was OK, and had decided that if he came up with this argument, she would just show him that what had happened then day before was alright, and needed to happen again. She suddenly had a burst of inspiration. "I understand. Do you mind if I get back what I left here yesterday? Just so there is nothing left behind." "Thank you for your understanding, and also your discretion. Here." Scott was actually a little disappointed that she had given in so easily. He reached into his suit pocket and pulled out the pair of panties, then handed them to Ruth-Ann. She took them out of his hand, letting her fingers linger on his skin for just one second. She began the motion of putting them into her backpack, then sat back up and took a closer look at them. Even though she did not see what she was looking for, pretending she did would hopefully be enough. "What is this on my panties? It is a stain of some sort. Principal Hanson, what is this on my panties? And why were they in your suit pocket instead of the desk drawer where they were left yesterday?" Scott just stared at her for a second, not able to formulate an answer. He was sure he had not left any cum on the panties, but she obviously saw something. "Principal Hanson, did you cum on my panties last night, and then bring them back to school with you? Did you use my panties to jerk off last night? Or did you rub your penis while you smelled the crotch? Did they smell like me? Did you like the smell of me while you touched yourself?" Ruth-Ann could not believe that she was talking this way, but more than anything right now she wanted to feel the way she felt yesterday, and was willing to do anything necessary to get it, including talking like some of the characters in the stories she liked to read on Literotica.com. Listening to Ruth-Ann talk like that had sent Scott’s head into a tailspin. His body was screaming to take this little girl and bend her over the back of a chair, but there was a small part of his brain that was still the Principal of the school that she was attending, and would not let go. Ruth-Ann could see that he needed one final push over the edge, and knew that she needed to give it to him. "Principal Hanson, I went shopping last night like you told me to, and got all new uniform parts that actually fit. I think the skirt and shirt are ok, but," Ruth-Ann stood up and walked around the desk so that she was standing right in front of her Principal. "I need to know if this bra and panty are within dress code. See; let me unbutton my shirt so you can get a good look at my new bra. There. Can you see that it is white, like it is supposed to be? I really don’t like the plain boring white bras, so I hope that this one is not too sheer to be out of dress code. Even though if you look at my bra from the front, you can see my nipples clearly. I hope that is ok." Ruth-Ann ran her fingers across both of her nipples a few times to illustrate exactly how sheer the bra was, and to prove to herself that they were as hard as they felt. Her eyes fluttered a little as the breast stimulation sent shockwaves through her whole body. "So I guess my bra is within dress code now, and actually fits. I hope my panties are within dress code today. I made sure to wear white cotton like I am supposed to instead of the nylon panties I had on yesterday. Here, let me pull up my skirt so that you can get a better look, and give me approval. I know that they are not plain white cotton like most of the girls choose to wear here, and I hope that is ok. I really can’t stand something that boring some days, so today I had to wear these white cotton string bikini’s with the lace on the front. Are these OK Principal Hanson?" Ruth-Ann ran her hand along the front panel of lace on her panties, and then dipped it in between her legs for a quick feel. As she had hoped, the whole crotch of her panties was soaked with her juices, and she was sure that Mr. Hanson could see that when she pulled her hand away for a second. But just for a second, because the sensations were so strong she had to slide her hand back into her crotch and push on her clit for a couple of seconds in order to try and get some relief from the tension that was threatening to split her in half. She closed her eyes as the pressure on her clit intensified, and then tried to stifle a startled scream as she felt her feet leave the ground. Scott did not have a lot of conviction or self-control going into this conversation today, and Ruth-Ann’s display had pushed him over the edge in a big way. He grabbed her by the waist and lifted her up, putting her ass-down in the middle of his desk facing him. It was good that he had cleaned off his desk before she came in, because now all she was sitting on was wood. Ruth-Ann opened her eyes, wondering what the hell just happened. She had not expected to go for a flight like that, but when Principal Hanson had picked her up, she could hardly feel any strain on his part at all. She felt his hand on her chest pushing her back so she was lying on the desk, and then her skirt was lifted up to her waist again. With her feet and knees hanging off the end of the desk, she was in a very vulnerable position. She had felt like she was in control up to that point, but being flat on her back changed that in a hurry. A measure of fear crept into her mind, asking if she had done the right thing. That question was answered in a hurry as she felt her panties pulled to the side, and then her Principal’s face bury itself into her crotch. His lips fastened onto her clit for a second, and then his tongue took one long lick from the very bottom of her pussy back up to the top of her clit, and then sucked on that protruding bud once more. With that last clit-suck, Ruth-Ann realized she had made the right decision. Scott’s brain was going a million miles an hour, but he was also sure that he had made the right decision. He was on the fence when Ms. Miller had walked into his office, but after her very exuberant display just now, he knew that Ruth-Ann – it was silly not to be on a first name basis now – was right in pushing the issue. And the issue right now was the glorious pussy that he was feasting on. Her nectar flowing out was just mind- numbingly good. He had tasted his fair share of pussy over the years, but never had he tasted one as sweet or juicy as the one he had lying on his desk right now. The Allman Brothers were right – ‘Eat a Peach’ every day. Ruth-Ann had died and gone to heaven. She felt Scott’s tongue flick across her clit, strumming it like a guitar string. The fingers of one of his hands were sliding into her pussy, and the other hand was trying to push up the cups of her bra to get at her tits. She decided to help, undoing the clasp at the front between her tits that Scott – she assumed they were on a first name basis now – had not found yet. With the bra cups out of the way, she pinched one of her nipples, and covered Scott’s other hand with her own that was working the opposite breast. She had been rather stimulated before she had even stepped foot in the office, and now she was rapidly approaching what was sure to be an earth shattering orgasm. She had been thinking of getting at Scott’s cock all night, but was powerless at the moment to do anything about it. "Oh fuck yes, eat me! Wrap your tongue around my clit and suck on it! God your fingers feel good in my pussy. My whole body is screaming for you... Oh fuck, please don’t stop. Don’t stop. Don’t stop. Don’t stop! OH FUCK!!!!!" Ruth-Ann felt like she was being pulled in a thousand different directions at once. Her orgasm wasn’t just in her pussy, it was like her whole body was coming at once, and it was incredible. She was still in the thrall of her cum when she felt that marvelous tongue leave her clit, and the fingers quickly pull out of her pussy. Afraid that they had been found out, she opened her eyes and began to sit up. Ruth-Ann only got onto her elbows before her eyes focused, and she realized Scott had stood up and was in the process of unbuckling his belt. The hard-on hidden by his suit pants looked absolutely enormous. "Oh god yes, take that thing out. Let me see that big cock again. I want to taste it again. I want to lick the head of your cock and feel you shoot your cum in my mouth again. Oh please, let me suck your cock again." But apparently Scott had other ideas. Dropping his suit pants and underwear to the floor, he grabbed Ruth-Ann’s legs and pulled them up and apart, holding her at the knees. He looked like he was going to slide that gorgeous dick inside of her, and Ruth-Ann could not think of anything she wanted more in the world than to feel that cock inside of her for the first time. Scott was absolutely out of his mind, and he could have cared less at that point. He watched Ruth-Ann reach between them and grab hold of his cock, helping to guide it into her sopping wet pussy. As the head penetrated her moist lips, they both let out a groan in unison. It was almost like the union was meant to be. As soon as he had a purchase, Scott slammed forward, realizing that as wet as she was, subtlety was not necessary. She had already gotten off once, and he needed to get off quick. As soon as he shoved himself into her pussy, Ruth-Ann started coming again. It was not the earth shattering kind of climax like before, but this was more of an ongoing cum as his cock thrust inside of her. She felt like she was coming constantly as the tempo of his thrusts began to quicken. She could tell he was getting ready to cum, and could not wait for that to happen again. She imagined she would cum again just from watching his cock shoot its load for her. He could feel it coming on like a freight train. Her pussy was SO wet, and SO tight, and she was so amazingly attractive that his normal control was gone. He had to cum, and it was time. One last deep thrust to get all of that heat around his cock, and then he had to pull out. He watched the first shot of cum land on her panties that were still pulled to the side of her pussy, and then had to close his eyes and concentrate on not screaming out in ecstasy. He felt the second shot go somewhere; who knows, who cares; and then a warm wetness engulfed the end of his cock. He just went with the sensations, letting his cock shoot into lord only knows what, and not really caring. The orgasm just seemed to go on forever, and he felt like he had shot every last bit of sperm that might possibly be inside him. Opening his eyes, he looked down and saw Ruth-Ann still sitting on the edge of the desk, but bent over and licking the end of his cock, with one hand around the shaft trying to milk out the last little bit of sperm. She obviously had sat up when he started coming and swallowed as much of his load as she could. Ruth-Ann finished cleaning up Scott’s cock, and then sat up on the desk with a smile on her face. "There was no need to waste it. Anytime you are ready to come, let me know, and I will be happy to let you come in my mouth, or come on my tits, and then I can lick your sperm off my tits while you watch." That was too much yet again for Scott, and he grabbed Ruth-Ann’s hair in one hand so he could pull her face to his, allowing their lips to meet for the first time. She tasted a bit like cherry lip-gloss, but a lot like sperm, which made sense. Ruth-Ann leaned into Scott, enjoying the kiss immensely, because for her it signified that there was the possibility of this going farther than just sex, which she had not even thought about up to this point, but seemed like a really good idea now that it was in her head. Disengaging herself from Scott, she hurried to the private bath and got herself rearranged in about thirty seconds flat. Scott was standing in the doorway of the bathroom watching her, so she grabbed his tie and pulled him down so she could kiss him one more time. "I had fun. I think we should do this again, Scott." "I had fun too, Ruth-Ann. We need to be careful, but I would like to again also." "I have to go. Bye." Ruth-Ann grabbed her backpack and hurried out the door, just as the bell rang to signify the end of lunch. Scott shook his head and smiled. That girl definitely had good timing, and he knew that he could trust her to keep her mouth shut when necessary. Although he imagined that at least one of her close girlfriends would hear about it eventually. As long as they could keep a secret, and they could find some place besides school to get together, everything should be fine. He hoped. To be continued... *-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-* The author does not condone child abuse, this story is meant as an erotic fantasy not real life. Anyone acting out such scenarios in "real life" can look forward to many unproductive years getting it up the butt by a fellow convict in their local prison. *-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-*-* Kristen's collection - Directory 43