<P> Although her close friend and confidante Ursula Mossbank helps Katherine thwart Lord Sutterwick's plan to deprive the school of a generous financial endowment because of the woman's background, her past eventually deprives Chips of his longheld dream of being named headmaster in 1939 . Still, the couple's devotion to each other overcomes all obstacles threatening their marriage, extending through 20 years together, when Katherine is killed in 1944 by a German V - 1 flying bomb while entertaining the troops at a local Royal Air Force base . Too late for his wife to share in his happiness, Chips was picked as headmaster of Brookfield that same day, and lives out his years at the school, loved by his pupils and comforted by his happy memories . </P> <Ul> <Li> Peter O'Toole as Arthur Chipping, MA (Oxon), Latin Master </Li> <Li> Petula Clark as Katherine Bridges </Li> <Li> Michael Redgrave as Brookfield Headmaster, MA (Oxon) </Li> <Li> Siân Phillips as Ursula Mossbank </Li> <Li> Michael Bryant as Max Staefel, MA (Oxon), German Master </Li> <Li> George Baker as Lord Sutterwick </Li> <Li> Alison Leggatt as Headmaster's Wife </Li> <Li> Clinton Greyn as Bill Calbury </Li> <Li> Michael Culver as Johnny Longbridge </Li> <Li> Jack Hedley as William Baxter </Li> </Ul> <Li> Peter O'Toole as Arthur Chipping, MA (Oxon), Latin Master </Li> <Li> Petula Clark as Katherine Bridges </Li>

Who played mr chips in the original film