In August, 1845, the Governing Body--eight discreet men--met to appoint Ingram's successor. There was, as in 1800, a strong list of applicants, but the choice fell unanimously on the Rev. George Ash Butterton, D.D., late Fellow of S. John's College, Cambridge, and at the time Headmaster of Uppingham School. As a boy he had been fortunate enough to have been one of Kennedy's Sixth Form pupils at Shrewsbury School, and his subsequent success at Cambridge shewed that he was among the ablest Scholars of his year. The first three years passed uneventfully. Small alterations were made in the School, and with the aid of £150 from the Governors, he added a wing to his house at Craven Bank. In 1849 he desired the Governors, in accordance with the scheme, to appoint a Master for teaching Modern Languages, but they were unwilling to do this "until such addition shall have been made to the School, as will afford suitable accommodation for such a Master and his class." This is the first intimation that the Governors were considering the question of building. Complaints had been made before that numbers were increasing and exceeding the limits of the room or the staff, but nothing had been done. Now, however, the question was actively taken up. The immediate resolve was to build an addition of a Library and a Class-room for Modern Languages, and further to raise the School-rooms and give them better light and ventilation. Many Subscriptions were offered by the Masters, Old Pupils, and other friends of the School, towards a more ornamental style of building than the School funds could afford. The Architects' plans grew, and it was soon found that very little of the old structure would remain. Consequently in 1850 it was decided to build the School afresh from its foundations. [Illustration: THE OLD SCHOOL.] Finance troubled the Governors much, for they did not feel justified in spending more Trust money than was essential for the upkeep of the School. The Library and the new Class-room were essential, and the Governors were prepared to find the money for them, but the rest they hoped to receive from outside help. They put forward a statement of the need, and the resulting subscriptions were very satisfactory. Two Old Boys and sons of the Usher, the Rev. John Saul Howson and his brother George Howson, undertook the entire expense of the Ornamental Doorway. The relatives of the Rev. John Carr, Professor of Mathematics in the University of Durham, put in a long window immediately above the doorway. In this window is a representation of John Carr, the Headmaster up to 1744. Further, £50 remained over from the Ingram Testimonial Fund, and was now to be applied to the decorating of a window in the Library with stained glass.