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| Alec Guinness | Maj. Jock Sinclair, D.S.O., M.M. |
| John Mills | Lt. Col. Basil Barrow |
| Susannah York | Morag Sinclair |
| Dennis Price | Maj. Charles 'Charlie' Scott, M.C. |
| John Fraser | Cpl. Piper Ian Fraser |
| Allan Cuthbertson | Capt. Eric Simpson |
| Kay Walsh | Mary Titterington |
| Gordon Jackson | Capt. Jimmy Cairns, M.C. |
| Duncan Macrae | Pipe Maj. Duncan MacLean |
| Keith Faulkner | Cpl. Piper Adam |
| Peter McEnery | 2nd Lt. David MacKinnon |
| Paul Whitsun-Jones | Maj. 'Dusty' Miller |
| Gerald Harper | Maj. Hugo MacMillan |
| William Marlowe | Lt. Rory |
| Richard Rudd | One of the other officers |
| David Webb | One of the other officers |
Following World War II in peacetime Scotland, brigade headquarters replaces commanding officer Major Jock Sinclair, a boisterous battalion leader, with the strict, temperamental Lieutenant Colonel Basil Barrow . Resentful toward his replacement, Sinclair undermines Barrow's authority and damages his successor's reputation among the soldiers. Barrow faces an uphill battle in regaining the discipline and respect of his battalion.
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