My Fair Lady is a 1964 American musical comedy drama film adapted from Lerner and Loewe's 1956 stage musical based on George Bernard Shaw's 1913 stage play Pygmalion. With a screenplay by Alan Jay Lerner and directed by George Cukor, the film depicts a poor Cockney flower-seller named Eliza Doolittle who overhears phonetics scholar Henry Higgins casually wager that he could teach her to speak English so well she could pass for a duchess in Edwardian-era London, or (better yet, from Eliza's viewpoint) secure employment in a flower store. It stars Audrey Hepburn as Doolittle, replacing Julie Andrews from the stage musical, and Rex Harrison as Higgins, reprising his role from the stage, with Stanley Holloway, Gladys Cooper and Wilfrid Hyde-White in supporting roles.

A critical and commercial success, it became the second-highest-grossing film of 1964, after Mary Poppins, and won eight Academy Awards, including Best Picture, Best Director and Best Actor. The American Film Institute included the film as #91 in its 1998 AFI's 100 Years...100 Movies, as #12 in its 2002 AFI's 100 Years...100 Passions, and as #8 in its 2006 AFI's Greatest Movie Musicals. In 2018, the film was selected for preservation in the United States National Film Registry by the Library of Congress as being "culturally, historically, or aesthetically significant."

Plot In London, Professor Henry Higgins, a scholar of phonetics, believes that a person's accent determines their prospects in society ("Why Can't the English?"). At the Covent Garden fruit-and-vegetable market one evening, he listens to Eliza Doolittle, a young flower seller with a strong Cockney accent, and makes notes. This causes others to suspect he is a detective. Eliza protests that she has done nothing wrong and asks Colonel Pickering, himself a phonetics expert, to confirm this. Pickering and Higgins are delighted to become acquainted; in fact, Pickering had come from India just to meet Higgins. Higgins boasts he could teach even someone like Eliza to speak so well he could pass her off as a duchess at an embassy ball. Eliza wants to work in a flower shop, but her accent makes that impossible ("Wouldn't It Be Loverly"). The following morning, Eliza shows up at Higgins's home, seeking lessons. Pickering is intrigued and offers to cover all the attendant expenses if Higgins succeeds. Higgins agrees and describes how women ruin lives ("I'm an Ordinary Man").

Eliza's father, Alfred P. Doolittle, a dustman, learns of his daughter's new residence ("With a Little Bit of Luck"). He shows up at Higgins's house three days later, ostensibly to protect his daughter's virtue, but in reality to extract some money from Higgins, and is bought off with £5. Higgins is impressed by the man's honesty, his natural gift for language, and especially his brazen lack of morals. Higgins recommends Alfred to a wealthy American who is interested in morality.

Eliza endures Higgins's demanding teaching methods and harsh treatment ("Just You Wait"), while the servants feel both annoyed with the noise as well as pity for Higgins ("Servants' Chorus"). She makes no progress, but just as she, Higgins, and Pickering are about to give up, Eliza finally "gets it" ("The Rain in Spain"); she instantly begins to speak with an impeccable upper-class accent, and is overjoyed at Higgins having danced with her ("I Could Have Danced All Night").

As a trial run, Higgins takes her to Ascot Racecourse ("Ascot Gavotte"), where she makes a good impression initially, only to shock everyone by a sudden lapse into vulgar Cockney while cheering on a horse. Higgins is amused. There, she meets Freddy Eynsford-Hill, a young upper-class man who becomes infatuated with her ("On the Street Where You Live").

Higgins then takes Eliza to an embassy ball, where she dances with a foreign prince. Zoltan Karpathy, a Hungarian former pupil of Higgins, watches, listens, dances with Eliza, and finally declares she is a Hungarian princess.

Afterwards, Eliza's hard work is ignored, with all the praise going to Higgins ("You Did It"). This and his callous treatment of her, especially his indifference to her future, causes her to walk out on him, but not before she throws his slippers at him, leaving him mystified by her ingratitude ("Just You Wait [Reprise]"). Outside, Freddy is waiting ("On the Street Where You Live [Reprise]") and greets Eliza, who is irritated by him as all he does is talk ("Show Me"). She tries to return to her old life, but finds that she no longer fits in. She meets her father, who has been left a generous income by the wealthy American to whom Higgins had recommended him and is resigned to marrying Eliza's stepmother. Doolittle feels that Higgins has ruined him, lamenting that he is now bound by "middle-class morality" ("Get Me to the Church On Time"). Eliza eventually visits Higgins's mother, who is outraged at her son's behavior.

The next day, Higgins finds Eliza gone and searches for her ("A Hymn to Him"), eventually finding her at his mother's house. He attempts to talk her into coming back to him. He becomes angered when she announces that she is going to marry Freddy and become Karpathy's assistant ("Without You"). He goes home, predicting that she will come crawling back. However, he comes to the realization that she has become important to him ("I've Grown Accustomed to Her Face"). He turns on his gramophone and listens to her voice. Suddenly, she appears in the doorway. He nonchalantly asks, "Eliza, where the devil are my slippers?" She simply smiles.

Cast Audrey Hepburn as Eliza Doolittle Rex Harrison as Professor Henry Higgins Stanley Holloway as Alfred P. Doolittle Wilfrid Hyde-White as Colonel Hugh Pickering Gladys Cooper as Mrs. Higgins Jeremy Brett as Freddy Eynsford-Hill Theodore Bikel as Zoltan Karpathy Mona Washbourne as Mrs. Pearce, Higgins' housekeeper Isobel Elsom as Mrs. Eynsford-Hill John Holland as the Butler

Uncredited:

John Alderson as Jamie Marjorie Bennett as Cockney with pipe Betty Blythe as Lady at the ball Walter Burke as Cockney bystander telling Eliza about Higgins taking notes about her Henry Daniell as the British ambassador (in his last film role) Charles Fredericks as George V in Eliza's fantasy Jack Greening as George, the bartender Lillian Kemble-Cooper as Female Ambassador (in yellow dress) at the ball Queenie Leonard as Cockney bystander Moyna Macgill as Lady Boxington Philo McCullough as Ball Guest John McLiam as Harry Alan Napier as Gentleman who escorts Eliza to the Queen of Transylvania Marni Nixon dubbed in as Eliza Doolittle's voice when singing Barbara Pepper as Doolittle's dancing partner Olive Reeves-Smith as Mrs. Hopkins Bina Rothschild as the Queen of Transylvania Bill Shirley dubbed in as Freddy Eynsford-Hill's voice when singing (his last film role) Grady Sutton as Ball Guest Ben Wright as Footman at the ball

Musical numbers

"Overture" – played by orchestra "Why Can't the English?" – performed by Rex Harrison, Wilfrid Hyde-White and Audrey Hepburn "Wouldn't It Be Loverly?" – performed by Audrey Hepburn (dubbed by Marni Nixon) and chorus "An Ordinary Man" – performed by Rex Harrison "With a Little Bit of Luck" – performed by Stanley Holloway, John Alderson, John McLiam, and chorus "Just You Wait" – sung by Audrey Hepburn (partially dubbed by Nixon) and Charles Fredericks "Servants Chorus" – sung by Mona Washbourne and chorus "The Rain in Spain" – performed by Rex Harrison, Wilfrid Hyde-White, and Audrey Hepburn (partially dubbed by Nixon) "I Could Have Danced All Night" – performed by Audrey Hepburn (dubbed by Nixon), Mona Washbourne and chorus "Ascot Gavotte" – sung by chorus "Ascot Gavotte (Reprise)" – sung by chorus "On the Street Where You Live" – sung by Jeremy Brett (dubbed by Bill Shirley) "Intermission" – played by orchestra "Transylvanian March" – played by orchestra "Embassy Waltz" – played by orchestra "You Did It" – performed by Rex Harrison, Wilfrid Hyde-White, and chorus "Just You Wait (Reprise)" – sung by Audrey Hepburn "On the Street Where You Live" (reprise) – sung by Jeremy Brett (dubbed by Shirley) "Show Me" – performed by Audrey Hepburn (dubbed by Marni Nixon) and Jeremy Brett (dubbed by Shirley) "Wouldn't It Be Loverly" (reprise) – performed by Audrey Hepburn (dubbed by Marni Nixon) and chorus "Get Me to the Church on Time" – performed by Stanley Holloway, John Alderson, John McLiam, and chorus "A Hymn to Him (Why Can't A Woman Be More Like a Man?)" – performed by Rex Harrison and Wilfrid Hyde-White "Without You" – performed by Audrey Hepburn (dubbed by Nixon) and Rex Harrison "I've Grown Accustomed to Her Face" – performed by Rex Harrison "Finale" – played by orchestra

The partly-spoken delivery of the songs given by Harrison is a well-known example of sprechstimme.

Production

CBS head William S. Paley made an arrangement where CBS would finance the original Broadway production in exchange for the rights to the cast album (through Columbia Records). Warner Bros. then purchased the film rights from CBS in February 1962 for the then-unprecedented sum of $5.5 million (equivalent to $ million in ) plus 47.25% of the gross over $20 million. Paley added a condition to the Warner contract that ownership of the film negative would revert to CBS seven years following release.

In spite of her success playing Eliza Doolittle on Broadway, when Jack L. Warner acquired the film rights he replaced Julie Andrews (who had never been in film) in the role with Audrey Hepburn. Alan Jay Lerner broke the news to Andrews when she had moved to his production of Camelot: "I so wanted you to do it, Julie, but they wanted a name."

The entire movie was filmed at Warner Bros. Studios Burbank from August to December 1963. Principal filming took place on six stages of the studio, specifically 4, 7, 8, 11, 16, and 26. Though Hepburn was 34 years old during filming, in the movie she portrays a 21 year old Eliza.

With a production budget of $17 million, My Fair Lady was the most expensive film shot in the United States up to that time.

Order of musical numbers The order of the songs in the Broadway show was followed faithfully with the exception of "With a Little Bit of Luck"; the song is listed as the third musical number in the play, but in the film it is the fourth. On stage, the song is split into two parts sung in two different scenes. Part of the song is sung by Doolittle and his cronies just after Eliza gives him part of her earnings, immediately before she goes to Higgins to ask for speech lessons. The second half of the song is sung by Doolittle just after he discovers that Eliza is now living with Higgins. In the film, the entire song is sung in one scene that takes place just after Higgins has sung "I'm an Ordinary Man." However, the song does have a dialogue scene (Doolittle's conversation with Eliza's landlady) between verses.

The instrumental "Busker Sequence", which opens the play immediately after the overture, is the only musical number from the play omitted in the film version. However, several measures from the piece may be heard when Eliza is in the rain, making her way through Covent Garden.

All of the songs in the film were performed in their entirety, except that some verses were omitted. For example, in the song "With a Little Bit of Luck", the verse "He does not have a tuppence in his pocket," which was sung with a chorus, was omitted because of its space and length; the original verse in "Show Me" was used instead.