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London, Henry Higgins , an arrogant, irascible, misogynistic professor of phonetics, believes that it is the accent and tone of one´s voice which determines a person´s prospects in society. He boasts to a new acquaintance, Colonel Hugh Pickering, himself an expert in phonetics, that he can 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, who has a strong Cockney accent.
Eliza later goes to Higgins seeking speech lessons. Her great ambition is to work in a flower shop, but her thick working-class 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 and bets Higgins all the expenses that he will not be able to do it. Inspired by the challenge, Higgins accepts.
Eliza´s father, Alfred P. Doolittle , 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 (Doolittle explains, ”Can´t afford ´em!”). Higgins sends Doolittle to make a speech for a wealthy American who is interested in morality.
Eliza goes through many forms of speech training, such as speaking with marbles in her mouth. At first, she makes no progress, but just as she, Higgins, and Pickering are about to give up, Eliza tries one more time and 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.
The bet is won when Eliza successfully passes as a mysterious lady of patently noble rank at an embassy ball and even dances with a foreign prince. Also at the ball is Zoltan Karpathy (Theodore Bikel), a Hungarian phonetics expert also 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 with her genteel manners, upper-class accent and lovely clothes, she no longer fits in. She meets Alfred, who was left a large fortune by the wealthy American Higgins had sent him to, and is set to marry Eliza´s step-mother (he feels that Higgins has ruined him, since he is now more 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´s ego gets the better of him and he explodes when Eliza announces that she is going to marry Freddy and become Karpathy´s assistant. Eliza is satisfied that she has had her ”own back” and rejects him. 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 concludes that he does not need Eliza or anyone else in life—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.” He is reduced to playing an old phonograph recording of her voice lessons. Then, to his great delight, Eliza returns to him.
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