Stuffy young Latin instructor Arthur Chipping (Peter O'Toole) 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 (Petula Clark). 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.