Mitchell as Hoofer Elspet Gray as Lady Sutterwick (uncredited) Production notes A draft of a musical adaptation of Goodbye, Mr. Chips was on file in the MGM script department since 1951. In 1964, with Julie Andrews flush from the success of Mary Poppins, trade magazine advertisements announced she would star opposite Rex Harrison, with Vincente Minnelli listed as director, but nothing came of the project. A few years later, it was back on track with its share of pre-production problems, including several changes in the casting of the lead roles. First, Richard Burton and Samantha Eggar were signed. Then Lee Remick replaced Eggar. Gower Champion, who had replaced Minnelli as director, viewed raw footage of Petula Clark in Finian's Rainbow (1968), fired Remick and replaced her with Clark. Remick sued MGM for damages. Burton balked at playing opposite a "pop singer," and he was replaced by Peter O'Toole. Champion also eventually resigned, and the film ultimately became the first-time directorial effort of choreographer Herbert Ross. Much of the film was made on location. In Italy, scenes were shot in Campania, Capaccio, Naples, Paestum, Pompeii, and Positano. In London, 59 Strand-on-the-Green in Chiswick served as Katherine's home, and the Salisbury, a popular bar in the West End theatre district, was the setting for a scene in which Chips and Katherine shared a drink after a performance of Medea. Sherborne School in Dorset stood in for Brookfield, and scenes were filmed in the town of Sherborne. This included scenes at Sherborne station where withdrawn 'Brighton line' 4 LAV electric multiple unit train engines, numbers 2924 and 2943, were hauled down in October 1968 for filming before being hauled away for scrapping on 22 October 1968. Petula Clark's two musical production numbers were choreographed by director Ross' wife Nora Kaye. Ken Adam served as the film's art director, and Julie Harris was responsible for the costume design. The song score (which replaced one originally composed by André and Dory Previn) is by Leslie Bricusse. Following the film's initial roadshow bookings, and before it headed into neighborhood theaters, many of the film's musical numbers were deleted, a questionable decision considering many of them were instrumental in explaining the characters' inner thoughts and emotions. They also were eliminated from initial television network broadcasts but have been reinstated for viewings on TCM. Intervening years have brought a new appreciation for it, as well as John Williams'