Though Audrey Hepburn, who received a fee of $1 million to play the role Julie Andrews originated on the Broadway stage, is less convincing in her transformation from guttersnipe to lady than Wendy Hiller was in PYGMALION (1938), the basis for MY FAIR LADY, this remains one of her best-loved roles. The story was drawn from the legend of Pygmalion and Galatea, and this is one of the rare classic musicals that doesn't have a title song — its name comes from the child's ditty about London Bridge falling down. The movie opens as Henry Higgins (Rex Harrison, who originated the role on stage) meets Colonel Hugh Pickering (Wilfred Hyde-White, also a member of the original cast) as they are leaving the theater. It turns out that the two have admired each other's work in linguistics for years. Higgins hears Eliza Doolittle (Hepburn) bawling in a cockney accent of singular gracelessness and makes a bet with Pickering that he can turn her into a lady with an accent so pure no one will guess her background. The men make her an offer, but she declines. Later she arrives at Higgins's home, where Pickering is now staying, with money for diction lessons; she hopes to improve her accent sufficiently to get her a job in a shop rather than selling on the street. Higgins finds her delightfully tacky and agrees to tutor her. The two men work hard with Eliza until they feel she is ready to be seen and heard in public. Then they squire her to the races at Ascot, where she meets and charms Higgins's dowager mother, Mrs. Higgins (Gladys Cooper) and young Freddy Eynsford-Hill (Jeremy Brett), a vapid man who, as Oscar Wilde said of Algernon, "has nothing, but looks everything." Later they take her to a huge social event, where she is the belle of the ball. Eliza convinces even Zoltan Karpathy (Theodore Bikel) — a noted linguist and notorious braggart who claims that he can tell anyone's background from speech clues — that she is of royal background. But playing with people's lives is never without consequences, and Higgins must eventually face the fact that Liza is a complex young woman, not just guinea pig with whom he can trifle until he's bored. At 10 minutes less than three hours the musical is a trifle long, although audiences didn't seem to mind. Only Harrison, Hyde-White and Olive Reeves-Smith (who played Mrs. Hopkins) had acted in the play, and this was the final film for Henry Daniell, who had been so brilliant in so many others; he died just before the picture was released. The songs by Lerner and Loewe are glorious, and include include "Why Can't the English?" (sung by Harrison ), "Wouldn't It Be Loverly?" (Hepburn/Nixon and chorus), "I'm an Ordinary Man" (Harrison), "With a Little Bit of Luck" (sung by Harrison, Holloway, Alderson, McLiam), "Just You Wait, 'Enry 'Iggins" (Hepburn/Nixon), "The Servant's Chorus" (sung by chorus), "The Rain in Spain" (Hepburn/Nixon, Harrison, Hyde-White), "I Could Have Danced All Night" (Hepburn/Nixon and chorus), "Ascot Gavotte" (chorus), "On the Street Where You Live" (sung by Brett, Shirley), "The Embassy Waltz," "You Did It" (Hyde-White, Harrison and chorus), "Show Me" (Hepburn/Nixon), "The Flower Market," "Get Me to the Church on Time" (Holloway and chorus), "A Hymn to Him" (Harrison), "Without You" (Hepburn/Nixon) and "I've Grown Accustomed to Her Face" (Harrison). The lyrics closely reflect the dialog in the original PYGMALION (both the play and the Leslie Howard-Wendy Hiller film) because the Shaw estate insisted that much of the original material be retained and lyricist Lerner did his best to comply. Lerner, whose family owned the Lerner Shops chain of women's-clothing stores, worked on the lyrics for this film at his uncle's "hunting lodge" — a full floor in a building on the corner of 5th Avenue and 57th Street that the uncle kept because his wife didn't like his animal trophies at home. Lerner and Loewe also wrote in a rented house on the estate of Burgess Meredith in New York City and in Loewe's Palm Springs home. MY FAIR LADY, for all its kudos, often seems "bloodless" and never achieves the heights of the production that ran on the Mark Hellinger Theater stage eight times each week from 1956 through 1962. Its transition from stage to screen was littered with obstacles, most pertaining to casting. Legendary studio head Jack Warner, then nearly 70, may have been getting a little soft in the head; he originally wanted Cary Grant or Rock Hudson to play Higgins and James Cagney to be Mr. Doolittle. To his eternal credit, Grant said that if Warner chose anyone but Rex Harrison he wouldn't even bother to see the film. But Warner was worried. He'd put up more than $5 million for the rights to the musical, earmarked nearly $20 million for production costs and made a deal that promised the authors and producers of the stage show almost 50 percent of the net; his attempt to bolster his position with sure-fire stars led to the casting of Hepburn rather than Julie Andrews, who originated the role on Broadway. As it turned out, the picture made a fortune and took Oscars in almost every category that year--the one glaring exception being Best Actress, an award given to Andrews for MARY POPPINS; Hepburn wasn't even nominated. MY FAIR LADY won for Best Picture, Best Actor, Best Director, Best Color Cinematography, Best Costume Design, Best Musical Score, Best Sound, and Best Art Direction. Other nominations included Best Supporting Actor (Holloway), Best Supporting Actress (Cooper), Best Screenplay, and Best Film Editing. Cukor and designer Beaton never saw eye to eye on the movie and battled from start to finish. Those disagreements did not hurt the film one bit, and both men carted awards away from the Oscar ceremonies.