In this feather-weight version of Evelyn Waugh's novel Decline and Fall, Paul Pennyfeather (Robin Phillips) is an Oxford divinity student who finds himself expelled after a gang of drunken freshmen remove his pants and he is accused of exposing himself to a girl. Looking for work, he retains the services of an unsavory employment agency that secures a position for him at a sleazy Welsh boarding school for boys, presided over by the colorful Dr. Fagan (Donald Wolfit). On staff at the school are an assortment of distasteful screwballs; Mr. Prendergast (Robert Harris) is a withdrawn former clergyman; Captain Grimes (Leo McKern) is a one-legged two-timer with his eye on Fagan's daughter Flossie (Patience Collier); and Soloman Philbrick (Colin Blakely) is an undercover criminal posing as Fagan's butler. All hell breaks loose during the school's annual Sports Day, but Paul manages to meet a wealthy patron of the school, Margot Beste-Chetwynde (Geneviève Page), who hires him to tutor her son. At her estate, Margot seduces Paul, and Paul proposes marriage. But before the wedding, Margot asks Paul, as a favor, to travel to Tangiers on a business trip. He agrees but is soon arrested for trafficking in prostitution. Sent to jail, he runs into Philbrick and Captain Grimes, and now Margot has to scheme to get Paul out of jail.