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My Fair Lady is a 1964 American musical film adaptation of the Lerner and Loewe eponymous stage musical based on the 1938 film adaptation of the original 1913 stage play Pygmalion by George Bernard Shaw. With a screenplay by Alan Jay Lerner and directed by George Cukor, the film depicts a poor Cockney flower seller Eliza Doolittle who overhears an arrogant phonetics professor, Henry Higgins, as he casually wagers that he could teach her to speak "proper" English, thereby making her presentable in the high society of Edwardian London.

The film won eight Academy Awards, including Best Picture, Best Actor, and Best Director.[3]

Contents 1 Plot 2 Cast 3 Musical numbers 4 Production 4.1 Order of musical numbers 4.2 Dubbing 4.3 Intermission 4.4 Art direction 5 Soundtrack 6 Reception 7 Awards and honors 7.1 Academy Awards: 1964 7.2 Golden Globe Awards 7.3 BAFTA Awards 7.4 Other accolades 8 Restoration 9 Planned remake 10 See also 11 Notes 12 References 13 External links


In Edwardian London, Professor Henry Higgins (Rex Harrison), a scholar of phonetics, believes that the accent and tone of one's voice determines a person's prospects in society. In Covent Garden one evening, he boasts to a new acquaintance, Colonel Hugh Pickering (Wilfrid Hyde-White), himself an expert in phonetics, that he could teach any person to speak in a way that he could pass them off as a duke or duchess at an embassy ball. Higgins selects as an example a young flower seller, Eliza Doolittle (Audrey Hepburn), who has a strong Cockney accent. Eliza's ambition is to work in a flower shop, but her thick accent makes her unsuitable. Having come from India to meet Higgins, Pickering is invited to stay with the professor. The following morning, Eliza shows up at Higgins' home, seeking lessons. Pickering is intrigued and offers to cover all expenses if the experiment should be successful.

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. Higgins recommends Alfred 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 initially, only to shock everyone by a sudden lapse into vulgar Cockney while cheering on a horse. 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 not only Hungarian, but of royal blood, declaring her to be a Princess.

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 throw Higgins' slippers at him, and 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 is charmed by her, Eliza returns to her old life, 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 (Gladys Cooper), who is incensed at her son's behaviour.

The next day, Higgins finds Eliza gone and searches for her, eventually finding her at his mother's house. Higgins attempts to talk Eliza into coming back to him. He becomes angered when Eliza announces that she is going to marry Freddy and become Karpathy's assistant. He makes his way home, stubbornly predicting that she will come crawling back. However, he comes to the realization that he has "grown accustomed to her face." Then, to his surprise, Eliza reappears in his study and it remains an open question what will happen next.


Marni Nixon as Eliza's singing voice 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 Bill Shirley as Freddy's singing voice Theodore Bikel as Zoltan Karpathy Mona Washbourne as Mrs. Pearce, Higgins' housekeeper Isobel Elsom as Mrs. Eynsford-Hill John Holland as the Butler Henry Daniell as the British Ambassador (uncredited); Daniell shot his short scene and died from a heart attack that very evening on the set of My Fair Lady, so that this was his last film. After his death, the role was shortened. Charles Fredericks as the King in Eliza's fantasy (uncredited) Queenie Leonard as Cockney bystander (uncredited) Moyna MacGill as Lady Boxington (uncredited) Alan Napier (uncredited)

Musical numbers[]

1."Overture" – Played by Orchestra. 2."Why Can't the English Learn to Speak?" – Performed by Rex Harrison, Wilfrid Hyde-White and Audrey Hepburn. 3."Wouldn't It Be Loverly?" – Performed by Audrey Hepburn (dubbed by Marni Nixon) and Chorus. 4."An Ordinary Man" – Performed by Rex Harrison. 5."With a Little Bit of Luck" – Performed by Stanley Holloway, John Alderson, John McLiam, and Chorus. 6."Just You Wait" – Sung by Audrey Hepburn (partially dubbed by Marni Nixon) and Charles Fredericks. 7."Servants Chorus" – Sung by Mona Washbourne and Chorus. 8."The Rain in Spain" – Performed by Rex Harrison, Wilfrid Hyde-White, and Audrey Hepburn (partially dubbed by Marni Nixon). 9."I Could Have Danced All Night" – Performed by Audrey Hepburn (dubbed by Marni Nixon), Mona Washbourne and Chorus. 10."Ascot Gavotte" – Sung by Chorus. 11."Ascot Gavotte (Reprise)" – Sung by Chorus. 12."On the Street Where You Live" – Sung by Jeremy Brett (dubbed by Bill Shirley). 13."Intermission" – Played by Orchestra. 14."Transylvanian March" – Played by Orchestra. 15."Embassy Waltz" – Played by Orchestra. 16."You Did It" – Performed by Rex Harrison, Wilfrid Hyde-White, and Chorus. 17."Just You Wait (Reprise)" – Sung by Audrey Hepburn. 18."On the Street Where You Live" (reprise) – Sung by Jeremy Brett (dubbed by Bill Shirley). 19."Show Me" – Sung by Audrey Hepburn (dubbed by Marni Nixon) and Jeremy Brett (dubbed by Bill Shirley). 20."Wouldn't It Be Loverly" (reprise) – Sung by Audrey Hepburn (dubbed by Marni Nixon) and Chorus. 21."Get Me to the Church on Time" – Performed by Stanley Holloway, John Alderson, John McLiam, and Chorus. 22."A Hymn to Him (Why Can't A Woman Be More Like a Man?)" – Performed by Rex Harrison and Wilfrid Hyde-White. 23."Without You" – Sung by Audrey Hepburn (dubbed by Marni Nixon) and Rex Harrison. 24."I've Grown Accustomed to Her Face" – Performed by Rex Harrison. 25."Finale" – Played by Orchestra.


The head of CBS, William S. Paley, put up the money for the original Broadway production in exchange for the rights to the cast album (through Columbia Records). When Warner bought the film rights in February 1962 for the then-unprecedented sum of $5 million, it was agreed that the rights to the film would revert to CBS seven years following release.[4]

Order of musical numbers

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 near 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".[5]


Hepburn's singing was judged inadequate, and she was dubbed by Marni Nixon,[6] 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.[7]

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 could not convincingly lip-sync to a playback during filming (as musical stars had, according to Jack L. Warner, been doing for years. "We even dubbed Rin-Tin-Tin"[8]). George Groves decided to use a wireless microphone, the first such use during filming of a motion picture.[9] The sound department earned an Academy Award for its efforts.


One of the few differences in structure between the stage version and the film is the placement of the intermission. In the stage play, the intermission comes after the embassy ball where Eliza dances with Karpathy. In the film, the intermission comes before the ball, as Eliza, Higgins, and Pickering are seen departing for the embassy.

Art direction

Gene Allen, Cecil Beaton, and George James Hopkins won an Academy Award for Best Production Design for art direction of the film. Beaton's inspiration for the library in Higgins' home, where much of the action takes place, was a room at the Château de Groussay, Montfort-l'Amaury, in France, which had been decorated opulently by its owner Carlos de Beistegui. Hats were created by Parisian milliner Paulette[fr] at Beaton's request.


Original LP All tracks played by the Warner Bros. Studio Orchestra conducted by André Previn. Between brackets the singers. 1."Overture" 2."Why Can't the English Learn to Speak?" (Rex Harrison, Audrey Hepburn, Wilfrid Hyde-White) 3."Wouldn't It Be Loverly?" (Marni Nixon (for Hepburn)) 4."I'm an Ordinary Man" (Harrison) 5."With a Little Bit of Luck" (Stanley Holloway) 6."Just You Wait" (Hepburn, Nixon) 7."The Rain in Spain" (Harrison, Hepburn, Nixon, Wilfrid Hyde-White) 8."I Could Have Danced All Night" (Nixon) 9."Ascot Gavotte" 10."On the Street Where You Live" (Bill Shirley (for Jeremy Brett)) 11."You Did It" (Harrison, Hyde-White) (without the choir "Congratulations") 12."Show Me" (Nixon, Shirley) 13."Get Me to the Church on Time" (Holloway) 14."A Hymn to Him (Why Can't a Woman Be More Like a Man?)" (Harrison, Hyde-White) 15."Without You" (Nixon, Harrison) 16."I've Grown Accustomed to Her Face" (Harrison)

Previously unreleased on LP, included on the CD1."The Flower Market"

2."Servants' Chorus" 3."Ascot Gavotte (Reprise)" 4."Intermission" 5."The Transylvanian March" 6."The Embassy Waltz" 7."You Did It" (Harrison, Hyde-White) (with the servant's final choir "Congratulations") 8."Just You Wait (Reprise)" (Hepburn and/or Nixon (for Audrey Hepburn)) 9."On the Street Where You Live (Reprise)" (Shirley) 10."The Flowermarket" (containing the reprise of "Wouldn't It Be Loverly?") (Nixon) 11."End Titles" 12."Exit Music"


The film was re-released in 1971 and earned North American rentals of $2 million. It was re-released again in 1994 after a thorough restoration.[10]

My Fair Lady currently holds a 96% approval rating on Rotten Tomatoes based on 46 reviews, with an average rating of 8.1/10. The general consensus states: "Fans of the play may miss Julie Andrews in the starring role—particularly when Marni Nixon's singing comes out of Audrey Hepburn's mouth—but the film's charm is undeniable."[11] Chicago Sun-Times critic Roger Ebert gave the film four stars out of four, and, in 2006, he put it on his "Great Movies" list, praising Hepburn's performance, and calling the film "the best and most unlikely of musicals."[12]

Awards and honors[]

Academy Awards record

1. Best Actor, Rex Harrison 2. Best Art Direction, Gene Allen, Cecil Beaton, George James Hopkins 3. Best Cinematography, Harry Stradling Sr. 4. Best Costume Design, Cecil Beaton 5. Best Director, George Cukor 6. Best Original Score, André Previn 7. Best Picture, Jack L. Warner 8. Best Sound, George Groves

Golden Globe Awards record

1. Best Motion Picture – Musical or Comedy 2. Best Actor – Musical or Comedy, Rex Harrison 3. Best Director, George Cukor

BAFTA Awards record

1. Best Film from any Source, George Cukor

Academy Awards: 1964

My Fair Lady won eight Oscars:[3][13]

Academy Award for Best Picture – Jack L. Warner Academy Award for Directing – George Cukor Academy Award for Best Actor – Rex Harrison Academy Award for Best Cinematography – Harry Stradling Academy Award for Sound – George R. Groves, Warner Brothers Studio Academy Award for Best Adaptation or Treatment Score – André Previn Academy Award for Best Art Direction – Gene Allen, Cecil Beaton, and George James Hopkins Academy Award for Costume Design – Cecil Beaton Four nominationsAcademy Award for Writing Adapted Screenplay – Alan Jay Lerner Academy Award for Film Editing – William Ziegler Academy Award for Best Supporting Actor – Stanley Holloway Academy Award for Best Supporting Actress – Gladys Cooper

Golden Globe Awards

My Fair Lady won three Golden Globes: Golden Globe Award for Best Motion Picture – Musical or Comedy Golden Globe Award for Best Director – Motion Picture – George Cukor Golden Globe Award for Best Actor – Motion Picture Musical or Comedy – Rex Harrison

BAFTA Awards My Fair Lady won the BAFTA Award for Best Film from any source

Other accolades

American Film Institute recognition 1998 AFI's 100 Years... 100 Movies – #91 2000 AFI's 100 Years...100 Laughs – Nominated 2002 AFI's 100 Years... 100 Passions – #12 2004 AFI's 100 Years... 100 Songs: "I Could Have Danced All Night" – #17 "I've Grown Accustomed to Her Face" – Nominated "The Rain in Spain" – Nominated

2006 AFI's 100 Years of Musicals – #8 2007 AFI's 100 Years... 100 Movies (10th Anniversary Edition) – Nominated


The film was restored in 1994 by James C. Katz and Robert A. Harris, who had restored Spartacus three years earlier. The restoration was commissioned and financed by CBS, to which the film rights reverted from Warner Bros. in 1971.[14] CBS would later hire Harris to lend his expertise to a new 4K restoration of the film for a 2015 Blu-ray release, working from 8K scans of the original camera negative and other surviving 65mm elements.[15]

Planned remake[]

A remake of the film was planned in 2008 with Keira Knightley in the lead role as Eliza and George Clooney and Brad Pitt at odds for the role of Professor Higgins, but the film did not materialize.[16][17][18][19]

See also[]

List of American films of 1964


1.^ The rights of the film were reverted to CBS in 1971 and in 2009, currently distributed by Paramount Pictures.[20]


1.^ Jump up to: a b c 2.Jump up ^ ""My Fair Lady (1964)". IMDB. December 25, 1964. Retrieved November 25, 2015. 3.^ Jump up to: a b "NY Times: My Fair Lady". NY Times. Retrieved 2008-12-21. 4.Jump up ^ Metz, Robert (July 21, 1975). "The Biggest Man in Broadcasting" (pp. 48-50) New York Magazine, Vol. 8, #29. 5.Jump up ^ Lerner, Alan Jay (1985). The Street Where I Live. Da Capo Press. ISBN 0-306-80602-9. 6.Jump up ^ Lawson, Kyle. "Marni Nixon in My Fair Lady", The Arizona Republic, June 10, 2008 7.Jump up ^ Bill Shirley at the Internet Movie Database 8.Jump up ^ Stirling, Richard. Julie Andrews: An Intimate Biography. 2007, Portrait; ISBN 978-0-7499-5135-1, p. 127 9.Jump up ^ George Groves Sound History "Making of My Fair Lady" Retrieved on November 27, 2014. 10.Jump up ^ "Big Rental Films of 1973", Variety, 9 January 1974 p 19 11.Jump up ^ "My Fair Lady (1964)". Rotten Tomatoes. Flixster. Retrieved November 4, 2015. 12.Jump up ^ Editors, The (2006-01-01). "Roger Ebert "Great Movies" review". Retrieved 2014-02-05. 13.Jump up ^ "The 37th Academy Awards (1965) Nominees and Winners". Retrieved 2011-08-24. 14.Jump up ^ Grimes, William (August 15, 1994). "In 'My Fair Lady,' Audrey Hepburn Is Singing at Last". The New York Times. Retrieved 2010-04-23. 15.Jump up ^ "MORE LOVERLY THAN EVER! HIGH DEFINITION UPGRADE OF ICONIC BELOVED MUSICAL" (Press release). HOLLYWOOD, Calif.: Paramount Home Entertainment. September 15, 2014. 16.Jump up ^ Simon Reynolds, "Knightley in talks for 'My Fair Lady'," Digital Spy (June 6, 2008). 17.Jump up ^ "Keira Knightley is My Fair Lady". 2008-06-06. Retrieved 2014-02-05. 18.Jump up ^ "Clooney, Pitt at daggers drawn over role in My Fair Lady remake". Thadian News, September 25th 2008 19.Jump up ^ Cameron Mackintosh Shares Update on MISS SAIGON & MY FAIR LADY Films – One is OFF!, Retrieved May 3, 2014 20.Jump up ^ Grimes, William (August 15, 1994). "In 'My Fair Lady,' Audrey Hepburn Is Singing at Last". The New York Times. Retrieved 2010-04-23. BibliographyLees, Gene (2005). The Musical Worlds of Lerner and Loewe. Bison Books. ISBN 978-0-8032-8040-3. Green, Benny, ed. (1987). A Hymn to Him : The Lyrics of Alan Jay Lerner. Hal Leonard Corporation. ISBN 0-87910-109-1. Lerner, Alan Jay (1985). The Street Where I Live. Da Capo Press. ISBN 0-306-80602-9.

External links[]

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