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Arthur Chipping (Peter O'Toole) is an academic teaching at Brookfield Boys' School outside of London in the 1920's. Although he does what he considers best for his students, they don't much like him, nicknaming him "Ditchy", short for "dull as ditch water". His life changes when he meets Katherine Bridges (Petula Clark), a music-hall actress with a questionable past. She affectionately calls him Mr. Chips. Despite their differences they fall in love. He realizes that their relationship will have many obstacles to overcome. He doesn't particularly like the world she's part of, including her friends and profession, and she doesn't exactly fit the mold of a teacher's wife. They decide to get married and she foregoes her career to be Mrs. Chips, living on campus at the wife of a teacher at a proper boys' school. She needs to learn the rules, or at least bend them to her sensibilities, although she vows to never embarrass him. Katherine's arrival at Brookfield might change Chips' standing at the school. Further changes ensue for the Chips and Brookfield with the onset of World War II.