Snobbish Professor Higgins has a wager with his friend Colonel Pickering that with the right instruction he can pass off cockney `gutter-snipe' Eliza Doolittle (After watching Wendy Hillier on stage George Bernard Shaw invited her to star in two of his plays, "Saint Joan" and "Pygmalion," which led to her first major film role) as a `lady' among high society. Taken under his wing Eliza is given rigorous coaching in elocution and manners in preparation for the ultimate test, her appearance at an ambassador's reception, but what the arrogant and supercilious professor has not conceived is the messy intervention of affairs of the heart.