Arrogant, irascible, and misogynistic professor of phonetics Henry Higgins 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--also 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. He chooses as an example a sassy, young working-class London flower seller from the slums, Eliza Doolittle, who has a strong Cockney accent. Can Higgins turn Eliza into a duchess? And will Eliza care to remain a lady for long? When the humble flower girl blossoms into the toast of London's elite, her teacher may have a lesson or two to learn himself.

Based upon the musical play produced on the stage by Herman Levin, book and lyrics by Alan Jay Lerner, music by Frederick Loewe, from a play by Bernard Shaw. Originally released as a motion picture in 1964. Special features: Audio commentary; Vintage featurettes: 1963 production kick-off dinner (b & w) (23 min.); George Cukor directs Baroness Bina Rothchild [audio with slide show] (3 min.); The fairest "Fair Lady" (10 min.); Los Angeles premiere (b & w) (5 min.); Rex Harrison Golden Globe acceptance speech (1 min.); Academy Awards ceremony highlights (b & w) (30 sec.); Alternate Audrey Hepburn vocals; Posters and lobby cards with Rex Harrison radio interview [slide show] (1 min.); Comments on a lady (2 min.): Andrew Lloyd Weber, Martin Scorsese ; Trailers (9 min.).