Decline and Fall is based on Evelyn Waugh's first published novel (in 1928), and tells the story of Paul Pennyfeather. Unjustly dismissed from Oxford University for indecent behavior, he embarks on a series of adventures which take him first to Llanabba Castle, a ridiculous private school of no academic stature in Wales, and then into the fashionable high-society world of Margot Beste-Chetwynde, the rich and glamorous mother of one of his pupils. On the point of getting married to Margot, he is arrested, convicted and sentenced to seven years in prison for involvement in the white slave traffic which is the source of her money. After a relatively short period of time in prison (where he meets several individuals who had also been academic colleagues at Llanabba Castle), he is released through the agency of Margot's new husband, the British Home Secretary Sir Humphrey Maltravers. Although in the book, Paul Pennyfeather resumes his studies as an Oxford undergraduate, studying to become a clergyman, the film ends with him walking off into the sunset to who knows what new adventures. Apart from Paul and Margot -- played by the seductively lovely actress Genevieve Page -- the story features a cast of characters who reappear in different contexts, notably Augustus Fagan, the proprietor of Llanabba, Philbrick the school butler (played wonderfully by Colin Blakeley), Prendergast, one of the masters, who later has his head sawn off by a deranged prison inmate, and, most memorably, Captain Grimes (Leo McKern), an unrepentant pederast, bigamist and drunk, for whom schoolmastering is just one more doomed venture in a career that only a man of great resilience could survive.