Academy Award-honoree Peter O'Toole stars in this musical classic about a prim English schoolmaster who learns to show his compassion through the help of an outgoing showgirl. O'Toole, who received his fourth Oscar-nomination for this performance, is joined by '60s pop star Petula Clark and fellow Oscar-nominee Michael Redgrave.

Captain Foster plans on raiding German-occupied Tobruk with hand- picked commandos, but a mixup leaves him with a medical unit led by a Quaker conscientious objector.