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Arthur Chipping (known as "Chips"), a shy, dedicated schoolmaster at Brookfield public school in England, looks back over the frustrations of the previous school year, recalling the hostility of his students. As vacation begins, a former pupil takes him to a London music hall, and he meets the star, exuberant singer Katherine Bridges. On a holiday exploring the Pompeiian ruins, he again meets Katherine and acts as her guide. Despite their personality differences, they fall in love and marry, taking all Brookfield by surprise upon their return. Lord Sutterwick, the school's benefactor, knows of Katherine's checkered past and threatens to have Chips removed from his position as housemaster, but he is forced to back down when Katherine invites his former mistress, Ursula Mossbank, to the Brookfield Founders' Day celebration. The couple spend the years contentedly, undaunted when Chips is passed over for the position of headmaster. In the final year of World War II, Chips succeeds to the post, but Katherine, away entertaining the troops, is killed in a German bomb attack before he can give her the news. Chips soon retires and spends his last years near Brookfield, where he remains a beloved figure. Songs: "Fill the World With Love" (boys' chorus), "Where Did My Childhood Go?" (Chips), "London Is London" (Katherine and chorus girls), "And the Sky Smiled" (Katherine), "Apollo" (Katherine), "When I Am Older" (the boys), "Walk Through the World" (chorus), "What Shall I Do With Today?" (Katherine), "What a Lot of Flowers" (Chips), "Schooldays" (Katherine & boys), "When I Was Younger" (Chips), "You and I" (Katherine).