Thirty years after the 1939 classic film won Robert Donat an Oscar and made Greer Garson a star, "Goodbye, Mr. Chips" overcame a multitude of problems before stumbling to the screen in this musical version. Original stars Rex Harrison and Samantha Eggar were replaced by Richard Burton and Lee Remick, who in turn were given the heave-ho in favor of - thankfully - Peter O'Toole and Petula Clark. Andre Previn's score was rejected, and the one eventually used was composed by - unfortunately - Leslie Bricusse. First-time director Herbert Ross was handed the monumental task of transforming a simple love story - that of a man for both his wife and students - into a big-budget extravaganza. That it succeeds as well as it does despite the many obstacles in its way is a testament to its two stars.<br /><br />Arthur Chipping is a Latin teacher at Brookfield, a boys' school in suburban England where he himself was educated. Introverted and socially inept, he is dedicated to his students but unable to inspire them. Prior to summer holiday, a former student takes him to a London music hall to see an entertainment starring Katharine Bridges, the young lady he hopes to wed. The post-performance meeting is awkward for all, and Chips - as he is commonly known - sets off to explore some of Italy's ancient ruins. Unexpectedly, he runs into Katharine, who has booked a Mediterranean cruise to allow her time to mourn a failed love affair and ponder the direction of her career. In the time they spend together, she discovers a kind and gentle man beneath the befuddled exterior, and upon returning to London pursues him in earnest. When the fall term begins, Chips returns to Brookfield with his young bride, and the two settle into a life of quiet domesticity. Complications arise when aspects of Katharine's past surface, and again when World War II intrudes in their lives, but Chips is bolstered by his wife's support, and his new-found confidence makes him a favorite among the students.<br /><br />Aside from a couple of musical interludes - the delightful music hall production number "London is London" and Katharine's declaration of love, "You and I" - most of Bricusse's songs, some of them performed in voice-over as the characters explore their emotions, are easily forgettable and in no way enhance the film. Eliminate the score entirely, and "Goodbye, Mr. Chips" works quite well as a drama. Terrence Rattigan's script retains elements of the original while expanding upon it and updating it by a couple of decades. He has crafted several scenes between Chips and Katharine that beautifully delineate their devotion to each other, and infused a few with comic relief courtesy of Katharine's friend and cohort, over-the-top actress Ursula Mossbank (delightfully played by Sian Phillips, O'Toole's real-life wife at the time). He also captures life at a British public school - the equivalent of a private academy here in the States - with unerring perfection.<br /><br />Ross does well as a first-time director, liberally sprinkling the film with breathtakingly photographed moments - the opening credits sequence, during which the school anthem echoes in the vast stone hallways of the school, perfectly sets the tone for the film. Costumes and sets are true to the period. The students, portrayed by non-professionals who were enrolled at the school used as Brookfield, handle their various small supporting roles well.<br /><br />Highest praise is reserved for Peter O'Toole and Petula Clark in the lead roles. O'Toole was long-established as a first-class dramatic actor, so his Academy Award-nominated performance here comes as no surprise. Clark, a veteran of some two dozen B-movies in the UK and the previous year's "Finian's Rainbow," is absolutely luminous as the music hall soubrette who forsakes a theatrical career in favor of life as a schoolmaster's wife. Her golden voice enriches her songs and almost allows us to overlook how insipid most of them are, and she more than matches O'Toole in their dramatic scenes together. The chemistry between the two is palpable and leaves us with no doubt that this is a couple very much in love.<br /><br />This version of "Goodbye, Mr. Chips" is no classic like its predecessor, but hardly the disaster many critics described when it was released. Ignore the score, concentrate on the performances, and revel in the atmosphere Ross has put on the screen. It's a pleasant way to spend a rainy afternoon with someone you love.