Bernard Shaw won an Oscar for adapting his play about a phonetics expert who teaches a flower-girl to speak and behave like a lady.
A prolog refers to the myth of Pygmalion, whose sculpture of Galatea was brought to life and won his love. Outside a London theater Eliza Doolittle (Wendy Hiller) learns that Henry Higgins (Leslie Howard) took down her words and appeals to George Pickering (Scott Sunderland). Higgins tells people where they are from by their speech. He tells Pickering that he could pass Eliza off as a duchess. Higgins gives Eliza money and takes language-expert Pickering home with him. Eliza calls on Higgins for lessons. Pickering is more polite than Higgins and offers to pay, betting Higgins he can't pass her off as a lady. Mrs. Pearce (Jean Cadell) has concerns for Eliza. Higgins bribes Eliza with chocolates and promises to set her up in a shop. Mrs. Pearce gives Eliza a bath. Higgins tells Pickering why he is a bachelor. Mrs. Pearce tells Higgins not to swear. Dustman Alfred Doolittle (Wilfrid Lawson) calls on Higgins, who tells him to take his daughter Eliza and accuses him of blackmail. Doolittle asks Higgins for five pounds and says he can't afford morals, because as the undeserving poor he is up against middle-class morality. Doolittle declines ten pounds as too much.
Higgins teaches Eliza pronunciation. Higgins goes to his mother (Marie Lohr) to try out Eliza, who says her aunt was "done in" for her hat. Freddy Eynsford-Hill (David Tree) laughs. Higgins teaches Eliza manners. Freddy calls but is turned away. Higgins stays up late drilling Eliza. At an embassy ball Higgins meets his former phonetics student Aristid Karpathy (Esme Percy). Eliza enters elegantly with Higgins and Pickering. The Duchess asks Karpathy to find out who Eliza is. Karpathy tells Higgins how he makes people pay not to be exposed. While Eliza dances, Karpathy says that Eliza is a fraud, because she was taught English and is Hungarian like himself. At home Pickering says that Higgins won the bet, and Eliza is ignored. Eliza throws his slippers at Higgins, who asks if she was treated badly. Eliza asks what is to become of her. Higgins says she could marry. Eliza asks what is hers and returns a ring that Higgins gave her. Higgins loses his temper and throws it in the fire. Higgins retires, and Eliza retrieves the ring.
Eliza leaves and finds Freddy outside; he kisses her. Higgins and Pickering try to find Eliza and go to Mrs. Higgins. Doolittle comes in as a gentleman and says he was left money to lecture on morality because of Higgins' recommendation. Eliza comes out, and Higgins tells her to come home. Eliza thanks Pickering for his courtesy. Doolittle invites Pickering and Eliza to his wedding. Eliza tells Higgins that she won't be passed over. Higgins asks her to come back; but she says that Freddy loves her. Higgins says that he likes Eliza; but she says she will marry Freddy and teach. Higgins says that she is strong now. Eliza says good-bye and is driven off by Freddy. Higgins walks home. In the final scene Eliza comes in, and Higgins asks for his slippers.
This faithful adaptation of Shaw's brilliant play satirizes the English upper class as based primarily on speech and manners by demonstrating how the poor can join it by learning these skills.