My Fair Lady is a 1964 musical film adaptation of the Lerner and Loewe stage musical of the same name, based on the 1938 film adaptation of the original stage play Pygmalion by George Bernard Shaw. The film was directed by George Cukor and starred Audrey Hepburn and Rex Harrison.

The film won eight Academy Awards, including Best Picture, Best Actor, and Best Director.^[1]

Plot[link]

In Edwardian London, Henry Higgins (Rex Harrison), an arrogant, irascible, misogynistic teacher of elocution, believes that the accent and tone of one's voice determines a person's prospects in society. He boasts to a new acquaintance, Colonel Hugh Pickering (Wilfrid Hyde-White), himself an expert in phonetics, that he could teach any woman to speak so "properly" that he could pass her off as a duchess at an embassy ball, citing, as an example, a young flower seller from the slums, Eliza Doolittle (Audrey Hepburn), who has a strong Cockney accent.

Eliza goes to Higgins seeking speech lessons. Her great ambition is to work in a flower shop, but her thick accent makes her unsuitable for such a position. All she can afford to pay is a shilling per lesson, whereas Higgins is used to training wealthier members of society.^[2] Pickering, who is staying with Higgins, is intrigued by the idea of passing a common flower girl off as a duchess and bets Higgins he cannot make good his boast, offering to pay for the lessons himself.

Eliza's father, Alfred P. Doolittle (Stanley Holloway), a dustman, shows up three days later, ostensibly to protect his daughter's virtue, but in reality simply 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 - "Can't afford 'em!" claims Doolittle. Higgins recommends Doolittle to a wealthy American who is interested in morality. Eliza goes through many forms of speech training, such as speaking with marbles in her mouth, enduring Higgins' harsh approach to teaching and his treatment of her personally. She makes little progress, but just as she, Higgins, and Pickering are about to give up, Eliza finally "gets it"; she instantly begins to speak with an impeccable upper class accent.

As a test, Higgins takes her to Ascot Racecourse, where she makes a good impression with her stilted, but genteel manners, only to shock everyone by a sudden and vulgar lapse into Cockney while encouraging a horse to win a race: "C'mon Dover, move your bloomin' arse!" Higgins, who dislikes the pretentiousness of the upper class, partly conceals a grin behind his hand. Eliza poses as a mysterious lady at an embassy ball and even dances with a foreign prince. At the ball is Zoltan Karpathy (Theodore Bikel), a Hungarian phonetics expert trained by Higgins. After a brief conversation with Eliza, he certifies that she is of royal blood. This makes Higgins' evening, since he has always looked upon Karpathy as a bounder and a crook.

After all the effort she has put in however, Eliza is given hardly any credit, all the praise going to Higgins. This, and his callous treatment towards her afterwards, especially his indifference to her future, causes her to walk out on him, leaving him mystified by her ingratitude. Accompanied by Freddy Eynsford-Hill (Jeremy Brett), a young man she met at Ascot and who has become enamoured of her, Eliza returns to her old stomping ground at Covent Garden, but finds that she no longer fits in. She meets her father, who has been left a large fortune by the wealthy American Higgins had sent him to and is resigned to marrying Eliza's stepmother. Alfred feels that Higgins has ruined him, since he is now bound by morals and responsibility. Eventually, Eliza ends up visiting Higgins' mother, who is incensed at her son's behaviour.

Higgins finds Eliza the next day and attempts to talk her into coming back to him. During a testy exchange, Higgins becomes incensed when Eliza announces that she is going to marry Freddy and become Karpathy's assistant. Higgins explodes and Eliza is satisfied that she has had her "own back." Higgins has to admit that rather than being a "a millstone around my neck... now you're a tower of strength, a consort battleship. I like you this way." Eliza leaves, saying they will never meet again. After an argument with his mother—in which he asserts that he does not need Eliza or anyone else — Higgins makes his way home, stubbornly predicting that Eliza will come crawling back. However, he comes to the horrified realization that he has "grown accustomed to her face." Then, to his surprise, Eliza reappears in Higgins' study: she knows now that he cares for her after all.

Cast[link]

• Rex Harrison as Professor Henry Higgins
• Audrey Hepburn (Marni Nixon, singing) as Eliza Doolittle
• Stanley Holloway as Alfred P. Doolittle
• Wilfrid Hyde-White as Colonel Hugh Pickering
• Gladys Cooper as Mrs. Higgins
• Jeremy Brett (Bill Shirley, singing) 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
• Queenie Leonard as Cockney Bystander (uncredited)

As of 2012, Theodore Bikel is the only surviving member of the main on-screen cast; Marni Nixon is also still alive.

Musical numbers[link]

1. "Overture"
2. "Why Can't the English?" - Higgins
3. "Wouldn't It Be Loverly?" - Eliza, Workers
4. "An Ordinary Man" - Higgins
5. "With a Little Bit of Luck" - Alfred Doolittle, Harry & Jamie, Ensemble
6. "Just You Wait" - Eliza
7. "Servants Chorus" - Mrs. Pearce, Servants
8. "The Rain in Spain" - Eliza, Higgins, Pickering
9. "I Could Have Danced All Night" - Eliza, Mrs. Pearce, Maids
10. "Ascot Gavotte" - Ensemble
11. "Ascot Gavotte (Reprise)" - Ensemble
12. "On the Street Where You Live" - Freddy
13. "Intermission"
14. "Transylvanian March" - Band
15. "Embassy Waltz" - Band
16. "You Did It" - Higgins, Pickering, Mrs. Pearce, Servants
17. "Just You Wait (Reprise)" - Eliza
18. "On the Street Where You Live" (reprise) - Freddy
19. "Show Me" - Eliza & Freddy
20. "Wouldn't It Be Loverly" (reprise) - Eliza, Workers
21. "Get Me to the Church on Time" - Alfred Doolittle w/ Harry,Jamie & Ensemble
22. "A Hymn to Him (Why Can't A Woman Be More Like a Man?)" - Higgins, Pickering
23. "Without You" - Eliza, Higgins
24. "I've Grown Accustomed to Her Face" - Higgins
25. "Finale" - Ensemble

Production[link]

Order of musical numbers[link]

The order of the songs in the show was followed faithfully, except for "With a Little Bit of Luck". The song is listed as being the third musical number in the play; in the film it is the fourth. Onstage, 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 makes the decision to go to Higgins's house 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, there are several measures from this piece that can be heard as we see Eliza in the rain, making her way through the cars and carriages in Covent Garden.

All of the songs in the film were performed almost complete; however, there were some verse omissions, as there sometimes are in film versions of Broadway musicals. 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, due to space and its length. The original verse in "Show Me" was used instead.

The stanzas of "You Did It" that came after Higgins says "she is a Princess" were originally written for the Broadway version, but Harrison hated the lyrics and refused to perform them, unless and until those lyrics were omitted, which they were in most Broadway versions. However, Cukor insisted that the omitted lyrics be restored for the film version or he would not direct at all, causing Harrison to oblige. The omitted lyrics end with the words "Hungarian Rhapsody" followed by the servants shouting "BRAVO" three times, to the strains of Liszt's "Hungarian Rhapsody" before the servants sing "Congratulations, Professor Higgins". (Source: "On the Street where I Live" by Alan Jay Lerner, published in 1978.)

Dubbing[link]

Hepburn's singing was judged inadequate, and she was dubbed by Marni Nixon,^[3] who sang all songs except "Just You Wait", where Hepburn's voice was left undubbed during the harsh-toned chorus of the song and Nixon sang the melodic bridge section. Some of Hepburn's original vocal performances for the film were released in the 1990s, affording audiences an opportunity to judge whether the dubbing was necessary. Less well known is the dubbing of Jeremy Brett's songs (as Freddy) by Bill Shirley.^[4]

Rex Harrison declined to pre-record his musical numbers for the film, explaining that he had never talked his way through the songs the same way twice and thus couldn't convincingly lip-sync to a playback during filming (as musical stars had, according to Jack Warner, been doing for years. "We even dubbed Rin-Tin-Tin"^[5]). To permit Harrison to recite his songs live during filming, the Warner Bros. Studio Sound Department, under the direction of George Groves, implanted a wireless microphone in Harrison's neckties, marking the first known wireless microphone use in film history.^{[citation needed]} André Previn then conducted the final version of the music to the voice recording.^{[citation needed]} The sound department earned an Academy Award for its efforts.