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| Peter O'Toole | Arthur Chipping |
| Petula Clark | Katherine Bridges |
| Michael Redgrave | The Headmaster |
| George Baker | Lord Sutterwick |
| Sian Phillips | Ursula Mossbank |
| Michael Bryant | Max Staefel |
| Jack Hedley | William Baxter |
| Alison Leggatt | Headmaster's Wife |
| Clinton Greyn | Bill Calbury |
| Michael Culver | Johnny Longbridge |
| Elspeth Gray | Lady Sutterwick |
| Clive Morton | General Paunceforth |
| Ronnie Stevens | Algie |
| John Gugolka | Sutterwick Jr. |
| Jeremy Lloyd | Johnson |
| Jack May | Price |
Stuffy young Latin instructor Arthur Chipping is widely disliked by his young charges at a small public school in Great Britain in the 1920s, until he finds his life turned around by charming music hall singer and comedienne Katherine Bridges . Though her lower-class past impedes Chipping's longed-for rise to headmaster, the students become devoted to her good-hearted warmth, which also helps transform the once-despised ''Chips'' into a beloved school figure.
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