The Film Canon – My Fair Lady (1964)

By the mid 1960s, U.S. cinema was in crisis. Every year, more and more viewers drifted away from the silver-screened cineplexes for the comforting glow of their own living rooms. Shows like Gunsmoke, The Dick Van Dyke Show and Star Trek proved that television could one-up Hollywood genre filmmaking at their own game. The international art house and their idols — the Bergman’s and the Antonioni’s; the Godard’s and the Truffaut’s; the Kurosawa’s and the Fellini’s — were capturing the hearts, minds, and wallets of a new generation of cinephiles. Attempts to wow viewers with gimmicks like 3-D and CinemaScope did little to bulwark Hollywood against audience apathy. The salvific Hollywood New Wave was still a few years away, but in the meantime Old Hollywood needed hits. Badly.

And time and again they found them in the one genre neither television nor the Europeans could imitate — the musical.

Throughout the early decade, big-budget musicals were among the most reliable moneymakers and award-winners on the market. In addition to being among the top-grossing movies of their respective years, both Robert Wise’s West Side Story (1961) and The Sound of Music (1965) won the Oscar for Best Picture. Meanwhile, Morton DaCosta’s charming, if anodyne, The Music Man (1962) outgrossed prestige films starring previously untouchable leading men like Gregory Peck and John Wayne. The appetite for brightly colored, family-friendly musicals was so ravenous that Robert Stevenson’s Mary Poppins (1964) more than doubled the box-office take of Richard Lester’s Beatles vehicle A Hard Day’s Night. 

And it was during the height of Beatlemania!

But of all the old musicals, few were as lavish, as grandiose, as opulent as George Cukor’s My Fair Lady. Based on the smash hit Lerner and Loewe stage musical, which itself based on George Bernard Shaw’s 1913 play Pygmalion, the film conquered the world in 1964, winning eight Academy Awards including Best Picture, Best Actor (Rex Harrison), and Best Director. There may be better tunes in The Sound of Music, better dancing in West Side Story and more imagination in Mary Poppins, but Audrey Hepburn’s immortal performance made the film a pop cultural phenomenon, cementing its place in the pantheon of great American musicals. Quite a feat for a movie, essentially, about phonetics.

The film begins with imperious phoneticist Professor Henry Higgins (Harrison) scouring the back streets of London to discover unusual accents among the rank and file of British society. Capable of pinpointing within a few miles where somebody lives based solely on how they talk, he’s attuned himself to the melodiousness of South Wales, the rising intonations of Ulster, and the propriety of received pronunciation. So when he hears the riotous gutter squawk of Cockney cannonading from the mouth of flower girl Eliza Doolittle (Audrey Hepburn), it’s like nails on a chalkboard. A chance encounter with Colonel Hugh Pickering (Wilfrid Hyde-White), a fellow linguist visiting from India, leads to a bet: In six months, Higgins will transform the feisty, hot-tempered Eliza into the spitting image of a duchess, complete with a new set of clothes, new manners and, most crucially, a new accent. Though initially leery of their intentions — “I’m a good girl,” Eliza shrieks when Higgins’ housekeeper tries to undress her for a bath — the allure of becoming a proper lady proves too irresistible to reject.

So begins a torturous regime of vocal exercises, complete with exhaustive pronunciation drills, mouthfuls of Demonthenes’ marbles and an armory of bizarre instruments that wouldn’t be out of place torturing Charlie Chaplin in Modern Times (1936). But Eliza finally prevails, mastering her new accent and celebrating with one of the most joyous exultations in musical theater: The triumphant show-stopper “I Could Have Danced All Night.” Higgins takes her out on a series of social outings including an embarrassing visit to the Ascot Racecourse and a royal ball where she so successfully passes herself off as nobility that the prince of Transylvania asks her for a dance. Yet, when Higgins coldly ignores Eliza in the wake of his triumph — indeed, insisting that her transformation was his success resulting from his exhaustive work — she runs away brokenhearted.

It turns out Eliza had fallen for the good professor. And damn it all, Higgins slowly realizes her loves her too.


It’s easy to dismiss My Fair Lady as overly theatrical. Due to contractual demands from the rights holders, the film cleaves closely to the stage musical, for good and ill. For the good, the film went to great lengths to duplicate the extravagance of the stage version’s costumes and sets. Despite the England setting, the producers didn’t shoot on location and instead opted to build period-authentic sets stateside, including several blocks of Covent Garden and Westminster. All of the songs, save for one instrumental, were included, necessitating the dubbing of Hepburn’s singing voice by Marni Nixon when producers discovered the former’s natural vocal range didn’t extend high enough. (In one hilarious anecdote, Harrison’s refusal to pre-record his musical numbers and then lip-sync them during filming led to the first use of a wireless microphone to pick up live vocal performances on set, an achievement which nabbed the sound department an Oscar.)

As for the ill, the film suffers from many of the same problems as the stage version, most notably the post-intermission second act’s tendency to drag. Additionally, though several of the songs were trimmed for time, many still seem to have one too many verses. Did we really need all those stanzas from Higgins’ interminable, windbaggish ode to masculinity in “A Hymn to Him,” while a heartbroken Eliza remains MIA after running off following the ball?

But despite surface appearances, the film is not simply a rote recording of the stage musical, albeit one with better production values and bigger sets. Much of this can be laid at Cukor’s feet. Though celebrated in his time as one of the Hollywood studio system’s preeminent directors of light comedies and women’s pictures, Cukor’s reputation hasn’t endured to the same extent as some of his contemporaries like Hitchcock, Hawks, and Capra.

But Cukor was always one of Hollywood’s most discrete stylists who felt particularly at home in the palatial residences of the stuffy upper-crust, and his meticulous eye carried over to My Fair Lady with brilliant effect. In this film he prefers wide coverage, frequently going for long shots that capture the entirety of his characters’ bodies when they sing and dance and sit and talk. His goal here, however, isn’t to imitate the stage, but to insinuate scale— the filthy, overcrowded streets of the slums, the cavernous yet intimate apartments and ballrooms of the rich. When he occasionally veers into deliberately theatrical staging, it’s usually for comedic effect, most notably during the horse races at Ascot where Cukor blows a rare raspberry at bourgeois stuffiness by having them stand side-by-side like a multi-tiered police lineup, scarcely moving nor flinching as the horses barrel by them.


But the key to Cukor’s cinematic stylings are his use of close-ups whenever he turns the camera onto Hepburn and Harrison. Both are little more than cartoon characters, one a Cockney guttersnipe with a single volume setting somewhere between howler monkey and foghorn, the other a vain, childish, impetuous tyrant. (Harrison’s larger-than-life performance would directly inspire an actual cartoon character several decades later: Family Guy’s Stewie Griffin.) Yet watch how Cukor tempers their antics with brief close-ups that capture minute facial expressions or pauses otherwise impossible to discern on the screen: Hepburn’s relieved pride when the Queen of Transylvania complements her at the ball; her silent hurt when Harrison guffaws afterwards that anyone could possibly mistake her for actual royalty. Or consider Harrison’s dumbfounded consternation during one of the show’s most famous numbers, “I’ve Grown Accustomed to Her Face,” when he realizes that Eliza didn’t need him but vice versa. These inserts humanize the characters, reminding us that, even in the midst of their overzealous scenery-chewing, these are people with wants, will and emotions.

Over half-a-century later, My Fair Lady remains one of the most delightful entertainments of its era. One of the last major musicals of its kind, it fully wields the awesome scale and majesty of the old Hollywood studio system without collapsing under its own weight. We see here the conflux of some of the greatest artists of a generation, both in front of and behind the camera, singing and dancing their hearts away as a new era of cinema looms just over the horizon.


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