My Fair Lady is a 1964 American musical comedy drama adapted from the Lerner and Loewe stage musical that had premiered on Broadway in 1956, which was itself drawn from George Bernard Shaw’s 1913 play Pygmalion. Alan Jay Lerner wrote the screenplay, and George Cukor directed the film.

The story centers on Eliza Doolittle, a poor Cockney flower seller who happens to overhear phonetics professor Henry Higgins make an offhand wager that he could train her to speak English so convincingly that she could pass for a duchess in Edwardian London. From Eliza’s perspective, the training holds a more practical appeal: it could open the door to respectable employment in a flower shop.

Audrey Hepburn stars as Eliza, stepping into the role that Julie Andrews had originated on stage, while Rex Harrison returns to his Broadway role as Higgins. The supporting cast includes Stanley Holloway, Gladys Cooper, and Wilfrid Hyde-White.

The financial path to production began when CBS head William S. Paley arranged for the network to back the original Broadway run in exchange for the cast album rights through Columbia Records. Warner Bros. then acquired the film rights from CBS in February 1962 for $5.5 million, equivalent to approximately $59 million in 2025, plus a share of 47.25 percent of any gross revenue exceeding $20 million. Paley negotiated an additional condition: ownership of the film negative would revert to CBS seven years after the release date.

Julie Andrews had been the defining Eliza on Broadway, but Jack L. Warner passed on her for the film because he wanted a proven box office name rather than a stage actress without a major film following. Alan Jay Lerner delivered the news to Andrews while she was already involved in his production of Camelot, telling her he personally wanted her but that they needed a recognized star. Hepburn was aware that the role had rightfully belonged to Andrews, but she reasoned that if she turned it down, Warner would simply cast someone else.

The entire film was shot at Warner Bros. Studios in Burbank between August and December 1963, spread across six soundstages.

Hepburn was 34 at the time of filming, though the character she was playing was written as 21.

With a production budget of $17 million, My Fair Lady was the most expensive film made in the United States up to that point in time.

During the autumn 1963 production period, the New York Times reported that Hepburn was working with a vocal coach and intended to sing her own parts, with the possibility that some high notes might be covered by a vocal double. In the end, her singing was deemed unsuitable for the final cut, and Marni Nixon dubbed all of the musical numbers with one partial exception: “Just You Wait,” in which Hepburn’s own harder-edged delivery was kept for the chorus while Nixon handled the melodic bridge. Hepburn also sang the brief, emotionally charged reprise herself. Some of her original vocal recordings were made available to the public in the 1990s. Jeremy Brett’s songs as Freddy were similarly dubbed, in his case by Bill Shirley.

The elaborate Ascot racing scene required 400 complete gowns on its own. Cecil Beaton designed more than a thousand costumes across the entire production and received two Academy Awards for his work.

Cary Grant had been Warner’s initial preference for the role of Higgins, but Grant reportedly redirected the studio firmly, insisting there was only one man right for the part. Rex Harrison was cast.