Goodbye, Mr. Chips is a 1969 British musical film directed by Herbert Ross. The screenplay by Terence Rattigan is based on James Hilton's 1934 novel Goodbye, Mr. Chips, which was first adapted for the screen in 1939. Plot In 1920s Britain, Arthur Chipping is an established member of the teaching staff at the Brookfield public school. He is a stodgy teacher of Latin, disliked by his pupils, who find him boring and call him "Ditchy," short for "dull as ditch-water." Chips meets Katherine Bridges, a music hall soubrette, in the dining room of the Savoy Hotel in London on the eve of his summer holiday. Dissatisfied with her career and depressed by her romantic entanglements, she sets sail on a Mediterranean cruise and is reunited with Chips by chance in Pompeii. Seeing in him a lonely soul similar to herself, she arranges an evening at the theatre after they return to Britain, and the two find themselves drawn to each other. When Chips arrives at Brookfield for the autumn term, it is with his new wife on his arm, much to the shock of the staff and delight of the pupils, who find Mrs Chips' charm to be irresistible. His marriage softens him and makes him more liked by his students. Although her close friend and confidante Ursula Mossbank helps Katherine thwart Lord Sutterwick's plan to deprive the school of a generous financial endowment because of the woman's background, her past eventually deprives Chips of his longheld dream of being named headmaster in 1939. Still, the couple's devotion to each other overcomes all obstacles threatening their marriage, extending through 20 years together, when Katherine is killed in 1944 by a German V-1 flying bomb while entertaining the troops at a local Royal Air Force base. Too late for his wife to share in his happiness, Chips was picked as headmaster of Brookfield that same day, and lives out his years at the school, loved by his pupils and comforted by his happy memories. Cast Peter O'Toole as Arthur Chipping, MA (Oxon), Latin Master Petula Clark as Katherine Bridges Michael Redgrave as Brookfield Headmaster, MA (Oxon) Siân Phillips as Ursula Mossbank Michael Bryant as Max Staefel, MA (Oxon), German Master George Baker as Lord Sutterwick Alison Leggatt as Headmaster's Wife Clinton Greyn as Bill Calbury Michael Culver as Johnny Longbridge Jack Hedley as William Baxter Cornelia Frances as the "Dyke" Ray