Leslie Howard and Wendy Hiller star in Anthony Asquith's and Leslie Howard's classic version of George Bernard Shaw's satiric comedy. Henry Higgins (Howard) is an upper class phonetics professor who encounters low-class guttersnipe Eliza Doolittle (Hiller) and bets his friend Colonel Pickering (Scott Sunderland) that he can pass her off as a duchess within three months. Pickering accepts Higgins' bet, with Eliza readily agreeing to the proposal, since she will get to live in Higgins' fancy home. Once in Higgins' house, Eliza is subjected to intensely repetitive phonetics lessons in an effort to transform her Cockney accent into the speech of proper English. Things are a bit rocky at first, with Eliza blurting out "Not bloody likely" at a tea party. But when Eliza is presented at the Ambassador's Ball, she is not only accepted as a princess but is the talk of the ball, everyone in attendance commenting on her charm, beauty, and poise. Relishing his success, Higgins abruptly dismisses her. But Eliza has fallen in love with Higgins and is aghast at her cursory treatment by him. She tells him, "I sold flowers. I didn't sell myself. Now you've made a lady of me, I'm not fit to sell anything else." When Eliza leaves, Higgins realizes that he loves her too, but Eliza has announced to Higgins that she plans to marry high society playboy Freddie Eynsford-Hill (David Tree).