As a fat and pompous symbol, Colonel Blimp oversaw the dissolution of the British Empire. His counterpart General Wynne-Candy (Roger Livesey) embodies the old ways, however warmly. In the crisis of the London Blitz, Candy is recalled to action to lead the Home Guard, but does not understand the new, uncivilized rules of war, as it was in his youth of 1902. Looking back on his life and its obsolescence, the young officer version of Candy has been fighting the tide or making wrong decisions. He befriends a German officer Theo Kretschmar-Schuldorff (Anton Walbrook), which looks silly as Britain fights the Germans again. A man of decent virtues and honor, he is befuddled by the changes in life, illustrated by women like Edith/Barbara/Johnny (Deborah Kerr). They are all the same, but so different with each era.