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.

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. 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.

My Fair Lady is a musical based upon George Bernard Shaw's Pygmalion and with book and lyrics by Alan Jay Lerner and music by Frederick Loewe. The story concerns Eliza Doolittle, a Cockney flower girl who takes speech lessons from professor Henry Higgins, a phoneticist, so that she may pass as a well born lady.

The musical's 1956 Broadway production was a hit, setting what was then the record for the longest run of any major musical theatre production in history. It was followed by a hit London production, a popular film version, and numerous revivals. It has been called "the perfect musical".

In the mid-1930s, film producer Gabriel Pascal acquired the rights to produce film versions of several of George Bernard Shaw's plays, Pygmalion among them. However, Shaw, having had a bad experience with The Chocolate Soldier, a Viennese operetta based on his play Arms and the Man, refused permission for Pygmalion to be adapted into a musical. After Shaw died in 1950, Pascal asked lyricist Alan Jay Lerner to write the musical adaptation. Lerner agreed, and he and his partner Frederick Loewe began work. They quickly realized, however, that the play violated several key rules for constructing a musical: the main story was not a love story, there was no subplot or secondary love story, and there was no place for an ensemble. Many people, including Oscar Hammerstein II, who, with Richard Rodgers, had also tried his hand at adapting Pygmalion into a musical and had given up, told Lerner that converting the play to a musical was impossible, so he and Loewe abandoned the project for two years.

Audrey Hepburn (born Audrey Kathleen Ruston; 4 May 1929 – 20 January 1993) was a British actress and humanitarian. Although modest about her acting ability, Hepburn remains one of the world's most famous actresses of all time who was ranked as the third greatest female screen legend in the history of American cinema. Remembered as both a film and fashion icon of the twentieth century, Hepburn redefined glamour with "elfin" features and a gamine waif-like figure that inspired designs by Givenchy and earned her place in the International Best Dressed List Hall of Fame.

Born in Ixelles, a district of Brussels, Hepburn spent her childhood between Belgium, England and the Netherlands, including German-occupied Arnhem during the Second World War, where she studied ballet with Sonia Gaskell in Amsterdam before moving to London in 1948 to continue ballet training with Marie Rambert and perform as a chorus girl in West End musical theatre productions.

After appearing in several British films and starring in the 1951 Broadway play Gigi, Hepburn gained instant Hollywood stardom for playing the Academy Award-winning lead role in Roman Holiday (1953). Later performing in Sabrina (1954), The Nun's Story (1959), Breakfast at Tiffany's (1961), Charade (1963), My Fair Lady (1964) and Wait Until Dark (1967), Hepburn became one of the great screen actresses of Hollywood's Golden Age who received Academy Award, Golden Globe and BAFTA nominations and accrued a Tony Award for her theatrical performance in the 1954 Broadway play Ondine. Hepburn remains one of few people who have won Academy, Emmy, Grammy, and Tony Awards.