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| Sidney Poitier | Mark Thackeray |
| Judy Geeson | Pamela Dare |
| Christian Roberts | Denham |
| Suzy Kendall | Gillian Blanchard |
| Lulu | Barbara ''Babs'' Pegg |
| Faith Brook | Grace Evans |
| Geoffrey Bayldon | Theo Weston |
| Edward Burnham | Florian |
| Gareth Robinson | Tich Jackson |
| Grahame Charles | Fernman |
| Roger Shepherd | ''Fats'' Buckley |
| Patricia Routledge | Clinty Clintridge |
| Mona Bruce | Josie Dawes |
| Fiona Duncan | Euphemia Phillips |
| Christopher Chittell | Potter |
| Marianne Stone | Gert |
| Rita Webb | Mrs. Joseph |
| Cyril Shaps | Mr. Pinkus |
| Adrienne Posta | Moira Joseph |
| Peter Attard | Ingham |
| Anthony Villaroel | Seales |
| Ann Bell |
American Mark Thackeray recently received his degree in engineering, but cannot find work. To make ends meet, he takes a job as a teacher in a rough London East End school populated mostly with troublemakers who were rejected from other schools for their behavior. While the students at first see Thackeray as just another teacher open for ridicule and bullying, his calm demeanor and desire to see them succeed gradually earn him their respect.
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