In July 1968, Hollywood came to Sherborne in the form of Metro-Goldwyn-Mayer.  Peter O’Toole, Sir Michael Redgrave and Petula Clark were to star in a musical version of James Hilton’s 1934 novel, Goodbye, Mr Chips, adapted by Terence Rattigan with music and lyrics by Leslie Bricusse.   Originally, it had been intended that Rex Harrison and Samantha Eggar should play the lead roles, but Rex Harrison was not keen and was soon replaced by Richard Burton, and when Burton also dropped out Peter O’Toole was cast in his place.

Having chosen the principal actors, the next big decision was where to set the fictional Brookfield School. James Hilton, the author of Goodbye, Mr Chips, had attended The Leys School in Cambridge, and the first film version of the novel, made in 1939 and starring Robert Donat and Greer Garson, had been shot at Repton School in Derbyshire.  Herbert Ross, the director of the new version, visited twenty-five schools before deciding on Sherborne.  He justified his decision, saying ‘First, Sherborne School has just the right atmosphere of history and tradition, beautiful old buildings and fine-looking, well-behaved young boys who would appear in our film.  Then there was the village itself, with its peaceful countryside feeling, its narrow streets, marketplace, park, railroad station and nearby playing field.’  By the end of March 1968, Mr Powell, the Headmaster of Sherborne School, informed his staff that MGM had decided to make Goodbye, Mr Chips at Sherborne, adding that ‘the sum which they are prepared to pay will be a very great help in times when money is short.’ The fee agreed was £5,000 for five weeks filming at the School (15 July-8 September, 4-6 December 1968), with £1,000 for each additional week after that.


By the start of April 1968, Production Designer Ken Adam had produced a list of all the work he would be carrying out at the School in preparation for filming:

  • MAIN GATE – rubber cast over Coat of Arms above Main Gate and paint to match stonework.  Rubber cast will protect existing colours.
  • COURTS – paving and centre feature in courtyard and grass border and shrubs [the flag stones in the Courts were left after the filming for hard core].  Additional porch to the end of School House studies building [Headmaster’s building].  Additions to base of library steps for roll call.  Toning down War Memorial entrance to Main Hall [Big School Room] to match existing stonework, and clean off after shooting.
  • UPPER CLASSROOM  – re-paint iron staircase balustrade. Possibly 1’6” rostrum on floor of classroom raising desks, replacing desks in original positions. Leaded glass windows.
  • DORMITORY [School House] –  re-paint existing green paint to brown, eventually re-paint green.
  • HEADMASTER’S STUDY [School House] – leaded glass windows. Panel out room.
  • SCHOOL HOUSE STUDIES [Headmaster’s building] – possibly re-paint corridor. False beams in corridor.

Paths across the Courts, 1968 (Photographer: G.E.H. Gallia)

Extension to the School House Studies, 1968 (Photographer: G.E.H. Gallia)

Flowerbeds, 1968 (Photographer: G.E.H. Gallia)








In return for a substantial contribution to the Abbey Fund, the Rev. Canon S.B. Wingfield Digby gave permission for scenes to be shot in Sherborne Abbey and the Close (the Vicarage became the film home of Mr and Mrs Chips) and also for the film company to build an eight-foot high wall along the edge of the Close from the Almshouse to the War Memorial in order to enclose the Close for filming purposes.  However, filming was not permitted during the Floral Festival which ran from 26-29 July 1968.  Sherborne Urban District Council gave permission for scenes to be shot in Abbey Road, Cheap Street (during one scene a bus was driven the wrong way up Cheap Street, then, as now, a one-way street, which gave locals quite a fright), outside the railway station (where rail passengers were confused by the replacement of ‘Sherborne’ signs with ‘Brookfield’), the Pageant Gardens, the Digby Road, and the Terrace Playing Fields.  Permission was also granted to stop the Abbey clock, with the position of the hands being altered to suit the scene being shot.  Major J.S.D. Wingfield Digby gave permission for filming in the forecourt of Sherborne New Castle and at the lake.

Cheap Street, Sherborne, 1968

Sherborne Railway Station, 1968

Terrace Playing Fields,
1968 (Photographer: R.A. Bethell)








At the end of April 1968, Ken Adam, Ossie Morris and a camera crew came to Sherborne to photograph boys returning to School.  Book rehearsals with Peter O’Toole and Petula Clark began in London on 13 May, with make-up tests on 24 May.  On 15 July 1968, the Unit moved to Sherborne and prepared to begin shooting on 17 July.

Three studio sets were built at the MGM British studios: the ballroom of the Savoy Hotel; the Assembly Hall at Brookfield School (‘a huge, completely roofed set, Norman in architecture’); and a London music hall.  These scenes were shot in October 1968.  Later that year, the Unit and Peter O’Toole returned to Sherborne, filming on 4-6 December exterior scenes with 50 boys at the railway station, outside the Vicarage in the Abbey Close, and holding a roll call with 300 boys at the School.


Mr Powell with Peter O’Toole & Petula Clark (Western Gazette, 9 August 1968)

Sherborne School’s Headmaster, Mr Powell, was asked to play a bit part in the film but decided he was more suited for behind the camera work and instead became the film’s technical adviser.  The director and costume designer consulted Mr Powell on a wide variety of issues, including language, etiquette, behaviour, uniforms and the school song, and asked for his comments on the script and song lyrics.  Mrs Powell also noticed that Peter O’Toole studied her husband carefully and copied some of his mannerisms.

The Brookfield School Song

Leslie Bricusse, who had already won an Oscar for his song ‘Talk to the Animals’ for Doctor Dolittle (1967), wrote the music and lyrics for Goodbye, Mr Chips.   Director Herbert Ross sent Mr Powell Bricusse’s lyrics for the school song, originally entitled ‘To Build a Bright New World’.  Mr Powell was not impressed!  He replied, saying that the song ‘is certainly an improvement on the original, and is also, in my opinion, better than the alternative, ‘The Time of Your Life’.  But if you ask me if an English Public School of the 1920s, or of any period, could have ‘Build a Bright New World’ as its School Song, the answer is quite definitely ‘No’.  Though the sentiments expressed, and the thought based on the morning, noon, and evening of life, are suitable, the style and language are worlds away from the authentic thing.’  Mr Powell sent Herbert Ross his own version of the lyrics, adding that ‘the authentic tune would be a cross between a marching song and a hymn’.  He concluded, ‘If you use ‘To Build a Bright New World’, audiences outside this country will not be aware of any incongruity.  The bulk of audiences in this country will sense that it isn’t right.  The small number who know public schools will be very amused, but critical.’ By way of an explanation, Mr Powell sent Herbert Ross a copy of The Songs of Sherborne School!  Later, Powell was asked to translate Bricusse’s lyrics for the Brookfield School Song into Latin, Powell replied ‘I shall thoroughly enjoy the exercise of writing the Latin.  I doubt whether, in the whole history of Public Schools, any headmaster has ever written a Latin lyric for a film. But, about credits – quite seriously and honestly, I would prefer not to be mentioned.  I have accepted the responsibility of helping you as much as I can over details of school life, and doing a bit of Latin composition is one of them’.  The translation was given to John Williams, the film’s music director and conductor, to see if it would work musically.

The Costumes

The film’s costume designer was Julie Harris.  Julie had already won an Oscar for Best Costume Design for Darling (1965) and had also worked on two of the Beatles’ films, A Hard Day’s Night (1964) and Help! (1965), saying ‘I must be one of the few people who can claim they have seen John, Paul, George and Ringo naked.’  In May 1968, Julie wrote to Mr Powell asking him to approve her designs for the school blazers and cap badges.  The costume for Mr Lugg the Custos was also discussed.  Julie wanted him to have a dark brown uniform and asked Mr Powell, ‘What did the Lugg of the day wear in 1924?’ Powell replied ‘I think you have a fairly free hand there.  The frock coat is probably a safe bet.  There is also the possibility of a military type tunic with a collar buttoning at the neck (so that there was no collar or tie) and some brass buttons.  Lugg has a peaked cap, which I think you have seen.  If you are going to have a peaked cap, I think the peak should be much narrower for 1924 than Lugg’s present one.  The great thing, if I may say so, is to avoid a “commissionaire” look.’

The Script

Herbert Ross also asked Mr Powell for his comments on the script, a job which he obviously took very seriously.  In his reply to Herbert Ross, Mr Powell wrote, ‘In many of the things I have said, I feel as ingrained a pedant as Chips himself, but I take the view that if I point out everything, however insignificant, you can decide what you think is important and what you think is not.  For my part, I only want to make sure, if I can, that no critic pans you for not being careful enough about details’.  Mr Powell’s comments on the Revised Shooting Script of 22 April 1968 reveal his determination to ensure the film was, in his view, as authentic as possible:

  • Shot -1: ‘Sum’, (short for Adsum), would be a pleasant alternative to ‘Sir’when the boys answer to their names.  It is more traditional.
  • Shot 17, i: Presumably it doesn’t matter, but Baxter’s degree in History contradicts his own admission, later, to a degree in Biology.
  • Shot 17, ii: Lockers in the Common Room are unusual. I suggest pigeon-holes, each with a lot of papers in it.
  • Shot 17, iii: ‘Junior Cup’ rather than ‘Junior Championship’.
  • Shot 17, iv: Chips the Classical Scholar – it probably doesn’t matter, because few people will know, but Chips’ classics are not convincing. As a master at Brookfield we see him teaching only humble forms.  The references to his scholarship, e.g. edition of Pindar, lecture on ‘Pindar’s Middle Period’, etc., suggest a University standard.  Also, his interests are unrelated – Trajan’s forum, the classical theatre, Pindar.  It would be more convincing if, as a schoolmaster, he taught ordinary classics, but had one special interest of his own – Greek drama.  In Shot 17, instead of ‘Trajan Forum’, he could say ‘the theatre at Epidaurus’.  In Shot 18, instead of ‘textbook on Pindar’, Max could say ‘whose work on Greek tragedy’.  This could be a piece with the ‘Medea’, and the scene in the theatre.
  • Shot 18, i: The headmaster’s ‘special gown’ continues to worry me.  There are only three possible alternatives: 1, He is an Oxford M.A.; 2, he is a Cambridge M.A. (some Cambridge men did, I believe, become headmasters); 3, he is a doctor of some kind.  Precision on this point will become very relevant in Shot III.
  • Shot 18, ii: ‘For a class of mine’ – ‘For a form of mine’. The word ‘class’ should never be used.
  • Shot 18, iii: The ages of Chips and Lord Sutterwick – Chips could not have begun teaching before he was 21.  If, when he began, Sutterwick was 18, and in his last year at school, their ages in 1924 would be 40 and 37, and Chips could just say, ‘I taught him’.
  • Shot 18, iv. Pindar.
  • Shot 19, i: ‘Tennis shorts’.  Big Bill Tilden won Wimbledon in long white flannels!  If tennis was played at Brookfield in 1924, it was certainly played in cricket dress, i.e. long white trousers, with a snake belt round the waist, and a cricket shirt, not a tennis singlet.
  • Shot 19, ii: Chips – ‘an eccentric costume for class’.  Suggest ‘an eccentric costume for a school period’, or ‘… for the form-room’.
  • Shot 19, iii: Chips – ‘still in class’.  Suggest ‘still in the form-room’.
  • Shot 19, iv: Sutterwick – ‘The class is supposed to end’.  Suggest ‘The period is supposed to end’.
  • Shot 19, v: ‘Twenty-five punishment lines’. Suggest ‘Twenty-five lines’.
  • Shot 22, i: ‘Around the form’ for ‘around the class’.
  • Shot 22, ii: Angry looks certainly, but ‘put-out’ tongues are a bit juvenile for a Public School.
  • Shot 23: ‘Good oh’ is modern.  A boy in 1924 would have said something like ‘Coo, Sir! Jolly good’.
  • Shot 24, i: The summer holiday was always eight weeks. N.B. ‘Holiday’, not ‘vacation’.
  • Shot 24, ii: ‘Class dismissed!’  Where did Rattigan T. pick up these Americanisms? Chips would have said ‘You may go’.
  • Shot 30: ‘All those Shakespeare first folios’.  There can’t be many, and they would be in the British Museum, the Bodleian, and such places.  Charworth library might just contain a series of folios, and would still be some library.  ‘Those Shakespeare Folios in your library’ would be safer.
  • Shot 39: I note that references to Pompeiian antiquities are to be verified.  There is certainly a confusion between amphitheatre and theatre.  It is clear that they are in a theatre, because an amphitheatre was not used for drama, and had no ‘scaena’, a stage end.
  • Shot 48a: I was last at Paestum when Katherine and Chips were there, so I have only vague memories.  Can it be visited the same day as Pompeii? Are there broken pillars? Is it a temple of Apollo? Is the inscription there?  I assume you will check the spelling in Greek, of ‘Gnothe Seauton’.  This anglicised form contains one mistake.
  • Shot 70, etc.: I remain uncomfortable about the weekly assembly with wives present, but as we discussed this some time ago, I’ll say no more.
  • Shot 85: ‘Form’ for ‘class’.
  • Shot 105: I’m a little unhappy about a senior boy making model aeroplanes – until after 1945. But the importance of aeroplanes in connection with Mr Dickinson-Brown is obvious.  The ‘Mr.’ idea itself is not convincing.
  • Shot 111, i: See my comments on Shot 18.  As an Oxford M.A., the headmaster would wear a hood of black and red silk.  As a Cambridge M.A., he would wear a hood of black and white silk.  The only hood I know of with white fur is the B.A., and a B.A. headmaster is quite unthinkable.
  • Shot 111, ii: ‘Early English Perpendicular’ is a bit too much.  I should out ‘early’.
  • Shot 122: A ‘Boxing Exhibition’ is odd.  He would not be likely to box in the summer term, but if he did, I think he would say ‘I’ve got Boxing at 4.30’.
  • Shot 124: Chips would never have said ‘First name’.  He would have said ‘Christian name’.
  • Shot 179: The generations of Sutterwicks ‘follow hard upon’. It seems to me that if a great-grandson of the donor of the playing fields arrives at Brookfield in the 1960s, all the Sutterwicks must have married and immediately sired male issue at the age of 21.  The first Sutterwick was 37 in 1924 and therefore became 80 in 1967.

Mr Chips’ classroom, 1968

After filming at Sherborne had been completed, Mr Powell and Mrs Powell accompanied the Unit to Italy in September, where advice was less required but a much-needed holiday took priority.


MGM informed Mr Powell that during the first three weeks of filming at Sherborne they would need about 300 boys for the crowd scenes, and also that housemasters, their wives and children would be welcomed as extras.  In the end, 250 boys from Sherborne School took part as extras, including two American students, John Burke (The Digby, 1967-68) and Garrison Rees (Abbeylands, 1967-68), alongside boys from other local schools and some thirty older boys from Sherborne Preparatory School.

Garry Rees Jr talks to Petula Clark on set at Sherborne School (Western Gazette, 9 August 1968)

Fifty beds were moved from The Green to Priestlands House for the use of boys (and their chaperones) from London Stage Schools, including the Barbara Speake Stage School, Corona Stage School, and the Italia Conti Stage School.  Boys from Sherborne School were accommodated in five of the School’s boarding houses: School House, Abbey House, Harper House, Elmdene (now Wallace House) and Westcott House.

Extras receiving their wages (Western Gazette, 9 August 1968)

The Sherborne School boys were paid £12.10s.0d. per week for taking part as extras and, as a result, they received a lot of attention in the press. The Daily Telegraph reported that between shots the boys read comics, Nevil Shute books, played games, scoffed ice cream and queued up for free orange drinks (they got through 300 gallons a day).  When ask how they intended spending their wages, Jonathan Small (Abbeylands, 1968-70), announced that he intended to buy four sheep; Alistair Bone (Harper House, 1968-73) planned to buy a China Siamese cat for his mother; and Trevor Tudor-Williams (School House, 1968-72) said he was going to buy some shares.  Another boy announced he was going to buy 1,200 fireworks.

The Luton Evening Post reported that MGM was horrified by the boys’ Spartan living conditions and ordered fifty armchairs and several television sets for the common rooms, and also laid on free film shows every night.  One of the extras, Stephen Morant (Lyon House, 1964-68), even made his own film of the filming at the School.

The costume designer Julie Harris not only had to provide thirty changes of costume for Petula Clark and fourteen for Peter O’Toole, but she also had to provide three different changes of school uniform for 300 schoolboys.  This meant not only acquiring the correct number of uniforms in the right size but also having to make emergency amendments having discovered when they arrived that none of the ties and hat bands had any stripes on them.  But, thanks to her wardrobe supervisor Betty Adamson, this was remedied by some art students who hand-painted on all the stripes.  The Sherborne boys were fitted with their costumes during the week of 8 July 1968 in the skittle alley of the Wessex Club in Westbury (now Westbury House dental practice).  For the remainder of the filming, the Wardrobe Department was located in the Methodist School Hall (now the Powell Theatre).  Boys were also required to keep with them one school suit and a pair of black lace-up shoes.  The Headmaster asked that their hair should be shortish at the back and no sideburns – ‘more Roundhead than Cavalier’ in style!  After filming at Sherborne was completed, Julie sent this ‘thank you’ note to the Headmaster Robert Powell and his wife.

For the boys who remained at School for the filming during the summer holidays, the Headmaster drew up a special set of rules, or ‘MGM Charter’:

  • GENERAL: Boys will sleep in the Houses to which they have been allocated, and will be under the authority of the Housemasters of those Houses, and under my general authority.  During the hours of filming, they will be expected to comply with the instructions of the Director of the film, and in leisure time with the instructions of their Housemasters.  Any boy who fails to conform to these instructions will be sent home, or, if that is impracticable, to his guardian.
  1. The Housemasters want their holidays as much as the boys do, but, if they see a need to exercise discipline their authority must be accepted without question.
  2. Except when special leave has been arranged with the Housemaster, boys under 16 must be in bed with lights out by 10.15 p.m.; those over 16 by 11.00 p.m.
  3. Boys who are allowed to smoke at home may do so, provided parents give written permission. The same will apply to alcohol. Arrangements for this will be made by Housemasters. No spirits will be allowed in Houses; no smoking in School precincts.
  4. All Houses not being used for accommodation during filming will be out of bounds to all boys.
  5. Housemasters must be informed of invitations to hospitality, and of movements of boys who are going away from Sherborne.
  6. Guests and visitors, other than members of the School, may not be invited into Houses without the Housemaster’s consent.
  • DRESS: Boys will need present school uniform for some scenes, and will be supplied with special clothes for others.  Otherwise, they may wear holiday clothes. The dating of the film requires hair to be reasonably tidy.  All clothing must be marked.
  • CARS, ETC.: Boys may bring cars or motorcycles, provided parents give written permission.  No boy may travel as passenger in or on a vehicle drawn by another boy, unless parents state in writing that they are prepared to accept this risk.
  • FILMING: It must be accepted that the Director has first call on boys’ time and co-operation.
  • Finally, I shall expect all boys to enjoy their freedom with the common-sense, good manners, and decency which are expected of Shirburnians at all times.

Boys relaxing between shots, 1968


The film crew arrived at Sherborne on 15 July 1968. Caravans were provided near the set for Peter O’Toole, Petula Clark and Sir Michael Redgrave, with two make-up caravans and one hairdressing caravan.  Every day, Mr Powell would visit Peter O’Toole’s caravan for a beer – he’s a ‘wonderful chap’ said Powell.  The Production Office was based at 79 Cheap Street and the Publicity Office at Priory House, Greenhill.  At Sherborne School, the cutting rooms were in classrooms 31, 32, 33; the camera department in the physics laboratory; the sound department in the art school; the makeup department was in classroom 13; the hairdressing department in classroom 15; the men’s dressing rooms in classrooms 1, 2, 3, 4; the women’s dressing rooms in classrooms 5, 6, 7, 8; the artists’ rest room in classroom 22; the property rooms in classroom 19 and the squash courts; and the Big School Room was used as a projection theatre for viewing the rushes.

The Sherborne Filming Schedule

Peter O’Toole and boys, 1968


Mr Powell was also heavily involved with publicising the film.  In August 1968, the international press descended on Sherborne, including Ed Sullivan and Simon Dee.   Afterwards, Nathan Weiss of MGM wrote to Mr Powell thanking him for taking part, saying ‘We could not have hoped for a more eloquent spokesman, or a more gracious host.  On behalf of all of us in MGM Publicity on both sides of the water, please accept our deepest thanks.’  In October 1968, Max Grossman, editor of Voice of America, sent Mr Powell copies of the publicity that had appeared in the New York Times.  Grossman added that he understood that Mr & Mrs Powell had never visited the USA and hoped that MGM would be inviting them ‘to add colour’ to the premieres.  Mr Powell replied ‘Dear Max (after the filming I find myself calling everybody by their first name – if not “darling”!) It was very kind of you to send me the tear sheets.  Life will never be the same again.  I hadn’t realised that the publicity department would get busy so soon and to my great surprise, I found myself spending practically the whole of August being interviewed by TV and Press reporters from America.’

Mr and Mrs Powell spent two weeks in October & November 1969 in America on MGM’s publicity tour for the film, visiting Boston, Philadelphia, Washington, Detroit, Baltimore, Toronto, New York, Los Angeles and San Francisco.  The Americans had problems pronouncing Mr Powell’s surname and he was frequently introduced as ‘Mr Pool’.  They attended premieres of the film in New York (5 November 1969) and Los Angeles (7 November 1969), for which MGM gave Mrs Powell a £200 allowance to purchase evening dresses.  They arrived at the New York premiere in a genuine double-decker London bus loaded with celebrities.  The Los Angeles premiere was also packed with celebrities.  Afterwards, Mr Powell wrote that it had been ‘an absolute welter of sex symbols in ankle-length white mink coats.  I got myself photographed with Raquel Welch, and that you have to admit is quite something for the Headmaster of a Public (Private) School’.

Image provided courtesy of Mr Barry Brock.

The Royal Premiere for Goodbye, Mr Chips, took place before the Queen on 24 November 1969 at the Empire Theatre, Leicester Square, London.  Mr and Mrs Powell attended the premiere as the guests of Lord Boyd of Merton, who as well as being an Old Shirburnian was Chairman of the School Governors and also President of the Save the Children Fund, the charity which benefited from the premiere.  Amongst those also present was the School Custos and Chairman of Sherborne Urban Council, Mr Alwyn Lugg.  After seeing the film, Mr Powell admitted that his one regret was that the credits only acknowledged ‘the boys of Sherborne School’ and not the people of Sherborne who, he believed, had contributed a great deal to the film.

Rachel Hassall
School Archivist

For further information contact the School Archivist.

Return to the School Archives homepage.

Online Resources:
Goodbye Mr Chips (1969) trailer (YouTube)
‘When I am Older’, Goodbye, Mr Chips (YouTube)
‘What a lot of Flowers’, Goodbye, Mr Chips (YouTube)
‘Fill the World with Love’, Goodbye, Mr Chips (YouTube)
Goodbye Mr Chips (1969), Internet Movie Database
James Hilton Society