Pinch-penny version of the oft-filmed fictionalized memoir (rushed out by RKO to pick up any GOODBYE, MR CHIPS backsplash) is remarkably clear-eyed in detailing the petty (and not so petty) sadism of British "public" schools, as well as its harrowing ostracism, despair & loneliness. Thomas Arnold's 19th century school reforms are alluded to, but neither dramatized nor properly integrated into the dorm dungeon life which the reliable director Robert Stevenson unintentionally(?) exposes. A good cast mixes real Brits like Cedric Hardwicke & Freddie Bartholomew with Yankee ringers who come off better than you might expect. Especially the Flashman, played by DEAD END kid Billy Halop, who makes a convincingly threatening top boy. Added bonus value: dig those musical lifts from Verdi's FALSTAFF in Anthony Collins' score. And you might want to try this out on a HARRY POTTER fan who wants to know where schools like Hogwarts come from. No quidditch field, but the school is called Rugby.