A phonetics instructor bets that he can pass a street urchin off as a lady.

Phonetics professor Henry Higgins gets involved in an altercation with Cockney flowergirl Eliza Doolittle as he is taking notes on her speaking accent outside of London's Covent Garden in 1912. Colonel Pickering, another language enthusiast, quiets the argument, and Higgins boasts to him that after training Eliza for 3 months he could pass her off as a duchess. The next day Eliza arrives at Higgins' house, prepared to pay for diction lessons so that she may realize her dream of obtaining a position in a shop. With Pickering's help, Higgins begins a complete transformation of Eliza. Her first public appearance at the Ascot horseraces is a dubious success. A few months later, Eliza is a greater success at the season's biggest social event. After the affair, Higgins and Pickering congratulate each other on Eliza's transformation, completely ignoring her and her part in the process. She leaves Higgins' house in anger. Finding her father preparing to marry, Eliza seeks refuge with Higgins' mother. She is paid court by Freddie Eynsford-Hill, a young admirer. Higgins finds Eliza at his mother's, but they quarrel and he returns home. Sitting alone in his study, Higgins realizes that he cannot be happy without Eliza. As he sits listening to recordings of her voice made during her diction lessons, Eliza quietly enters the room through the door behind him. Songs : "Why Can't the English?" (Higgins), "Wouldn't It Be Loverly?" (Eliza and chorus), "I'm an Ordinary Man" (Higgins), "With a Little Bit of Luck" (Alfred Doolittle, Harry, Jamie), "Just You Wait" (Eliza), "The Servant's Chorus" (servants), "The Rain in Spain" (Eliza, Higgins, Pickering), "I Could Have Danced All Night" (Eliza and maids), "Ascot Gavotte" (chorus), "On the Street Where You Live" (Freddie), "The Embassy Waltz" (instrumental), "You Did It" (Pickering, Higgins, servants), "Show Me" (Eliza), "The Flower Market" (instrumental), "Get Me to the Church on Time" (Doolittle, chorus), "A Hymn to Him" (Higgins), "Without You" (Eliza), "I've Grown Accustomed to Her Face" (Higgins).