I enjoyed the movie and the story immensely! I have seen the original(1939 I believe) and enjoyed them both. To really appreciate the story one must be familiar with English culture and customs. The prof.(Peter O'Toole) was dedicated to his school and "the boys" in that school. It was an English "public" school, which we in the U.S. refer to as a private school (E.G. Andover). He is a very ascetic person and, on the surface, gives the appearance of being stiff, stuffy, uncaring, and weak to the point of being effeminate. He is strict in his educational standards because he DOES care for "his lads", i.e., he doesn't want them to get a cheap or weak education. He meets(through introduction) a "dance hall girl"(Petula Clark) and is totally smitten. In England at the time, the reference to "dance hall" carried the connotation of extreme sexual promiscuity and was definitely "lower class". We find that the Prof. is in fact a very tough and courageous person as well as loyal to people and institutions that he loves and/or respects. Clark becomes more than a lover and wife...she "leavens" his personality and allows him to grow as a man and a person, much to the benefit of his beloved school and his own happiness. The first movie was set BEFORE WW II, this one goes through WW II, also, it is 1969( we've had the "British Invasion"...Beetles, etc. Clark had hits and was very popular then...still is to me), the music is great, color and photography excellent. I think O'Toole played the character perfectly! There ARE dedicated people like "Chips"...all around us but many do not receive the recognition. Very enjoyable movie and story!