Pygmalion (1938) with Leslie Howard and Wendy Hiller

“I washed me face and hands before I come, I did.” —— Eliza Doolittle

The 1964 film musical version of George Bernard Shaw’s 1912 play, now retitled My Fair Lady and, some say, the most anticipated film since Gone With the Wind, earned many headlines and captured much attention during production, at its premiere and at the Oscar ceremonies.

First, to the chagrin of many, in the role of Eliza Doolittle Audrey Hepburn replaced Julie Andrews, who had appeared in over 2,700 performances of the Broadway musical and was the presumed heir apparent for the movie. Then, which satisfied many—maybe a protest from Academy voters—Hepburn’s Oscar nomination for My Fair Lady was ignored in favor of Andrews’ for her role as another English lass in Mary Poppins. And also that year, the director of My Fair Lady, George Cukor, won his first and only Oscar after four unsuccessful nominations, the first dating back to 1933.

Today, many people forget that, in fact, there is another, earlier film version of Shaw’s play Pygmalion. The name comes from Ovid’s tale in Greek mythology of the sculptor Pygmalion who carves a woman in ivory so beautiful that he falls in love with her, makes an offering to Aphrodite, the Greek goddess of love, wishes for a real woman like his image and later discovers that his statue has come to life.

That mythological narrative was only a starting point, a vague literary foundation, for Shaw’s play about the conversion of a cockney flower girl into a high-class lady. In a sense, the play, its author’s most accessible, makes attractive what is, in fact, a subtle thesis on phonetics and how, especially in Edwardian England when the class system was much in evidence (and still survives in that country), the way one spoke not only identified social status but either limited or lifted that person’s place in life.

Besides being one the greatest British playwrights since Shakespeare, Shaw was also a music critic, essayist, journalist and social reformer. And, further, he was a phoneticist and scholar of the English language—particularly its abuse and shortcomings; he invented an enlarged phonemic alphabet of forty-eight letters that reconciled English spelling with English pronunciation. “The English have no respect for their language,” he wrote in the preface to Pygmalion, “and will not teach their children to speak it. . . . [A]nd it is impossible for an Englishman to open his mouth without making some other Englishman despise him.” One of his most famous observations, “England and America are two countries separated by a common language,” is quoted in the 1970 film Patton by George C. Scott as the rambunctious general.

Although the part of Eliza Doolittle was contentious in the musical’s transference from stage to screen, the co-starring part of Professor Henry Higgins, the “Pygmalion” of the story, was never in question. Rex Harrison, who had performed the role on Broadway with Andrews, would appear in the film as well. For the non-singing English actor, the authors of My Fair Lady, Alan Jay Lerner and Frederick Loewe, wrote songs especially for him in a quasi-speak manner, i.e., half-singing, half-talking, practically a new invention for a Broadway musical, though the technique was well established in opera.

But in the 1938 movie, the Hungarian producer Gabriel Pascal had an equally competent actor for the Higgins character in Leslie Howard. Here, of course, he never sings a note. Besides his acting, Howard shared the directing honors with Anthony Asquith, perhaps better remembered for later films, The V.I.P.s and The Yellow Rolls-Royce. Howard had made over twenty films before Pygmalion, including Warner Brothers’ The Petrified Forest, M-G-M’s 1936 version of Romeo and Juliet and Fox’s Berkeley Square—all for American studios.

For Berkeley Square, this in 1934, Howard received his first Oscar nomination, and, in 1938, a second for Pygmalion, both unsuccessful. In Pygmalion he is visibly relaxed and “at home,” obviously a most comfortable and rewarding role, and quite a contrast with his best-remembered—but unwanted—role as the irresolute Ashley Wilkes in Gone With the Wind. If anything, Howard’s Henry Higgins is as far from irresolute as can be imagined!

And Howard’s co-star? If he had already, pre-Pygmalion, proven himself to be no slouch, Wendy Hiller, Oscar-nominated for her role as Eliza, would shine equally well in her second screen appearance—and throughout a distinguished film career that would include another Shaw play, Major Barbara. Never a “beauty” in the truest sense—she had a wide upper lip, “pinched” eyes, angular brows and a sloping forehead—she would be nominated for two other Oscars, winning as Best Supporting Actress for Separate Tables in 1959.

Reflecting the small, often tightly knit and overlapping world of filmdom, the cinematographer of Pygmalion, Harry Stradling, would, twenty-five years later, win an Oscar for photographing My Fair Lady, and his camera man in Pygmalion, Jack Hildyard, would win an Oscar for The Bridge on the River Kwai. Cathleen Nesbitt, Leo Genn and Anthony Quayle appear in uncredited roles, and Patrick Macnee makes his first screen appearance, also uncredited. French composer Arthur Honegger wrote a rather interesting score, although its effectiveness is diluted by the poor sound. A last bit of trivia: David Tree, as Eliza’s daffy, smitten admirer Freddy, was the son of Viola Tree, who plays a social reporter.

The film begins with a cockney flower girl (Hiller) wandering through Covent Garden with her wares and coming upon a church as the worshippers are leaving. It’s beginning to rain. Professor Henry Higgins (Howard) has been eavesdropping on the people around him, making phonetic notations in a notepad. He overhears Eliza and, by her speech, is able to identify where she lives within a few streets. “Yes, you squashed cabbage leaf,” he tells her, “you disgrace to the noble architecture of these columns, you incarnate insult to the English language . . . Remember that . . . your native language is the language of Shakespeare and Milton and the Bible, and don’t sit there crooning like a bilious pigeon.”

In the crowd, he meets Colonel Pickering (Scott Sunderland) who, like himself, is a scholar of phonetics. Becoming immediate friends with this shared interest, they repair to Higgins’ flat and are soon visited by Eliza. Higgins bets Pickering that in six months he can “pass her off as a duchess at an ambassador’s reception.”

Eliza’s father Alfred (brilliantly, almost Shakespeareanly played by Wilfrid Lawson) soon appears and wants part of the “take” for Higgins’ borrowing his daughter. When Higgins suggests that Doolittle has no morals, he replies, “Can’t afford ’em, Governor. Neither could you if you was as poor as me.” Higgins, after threatening to throw the man out, is impressed with Doolittle’s natural talent for rhetoric: “I’m willing to tell you. I’m wanting to tell you. I’m waiting to tell you,” and offers him ten pounds as a kind of settlement. The man is upstanding enough to accept only five.

After Higgins’ housekeeper Mrs. Pearce (Jean Cadell) has thoroughly washed Eliza in the tub, with much caterwauling from the girl, and burned her dirty clothes, the metamorphosis begins, with lessons in poise, dance, etiquette and speech, all shown in a lengthy montage. Perhaps after “In Hertford, Hereford and Hampshire, hurricanes hardly ever happen,” which teaches Eliza breath control, the most famous of the Professor’s teaching tools is “The rain in Spain stays mainly in the plains.” Plural here, unlike in the musical.

Marbles in the mouth, apparently, have been used for speech therapy since ancient Greece—remember the poor Duke of York in The King’s Speech?—and here, too, Eliza is subjected to the little spheres by her teacher. When, during rehearsal, Wendy accidentally swallowed one, Howard replied, “Never mind. There are plenty more.” The line, not in the play, was so funny that it was written into the film.

Higgins and Pickering decide to test Eliza’s progress at a tea given by the professor’s mother (Marie Lohr). There this “lady in progress” meets a vicar, a number of socialites and three members of the Eynsford-Hill family, including Freddy (David Tree), all of whom she had encountered outside the church. While sipping tea, Eliza discusses her family’s health and the weather, being sure to mention those rare hurricanes in certain counties of the country. Her halting speech, exaggerated diction and bizarre tales impress the guests.

The snobbish Higgins deems the venture a success, but an invitation to a ball at the Transylvanian embassy will be, he feels, the true test of how much his student has learned from his own brilliant instruction. There are, now, even more concentrated, even severe, lessons—more on poise, curtsying, dancing and the proper address for an archbishop, a cardinal, the Queen and others of the upper crust who will scrutinize her.

During the lengthy ball scene, which Shaw especially wrote for the film, Eliza passes muster with the duchess (Irene Browne), who wants to know all about this lovely creature. But Pickering and Higgins know their biggest worry is the pompous Count Karpathy (Esme Percy), who is notorious for debunking pretenders to high society. Higgins is standing by to hear the pronouncement. Yes, the count says, the woman is obviously a fraud, because her English is “too good”—English is not her native language—and that, along with her high cheek bones, means she is, in fact, an Hungarian princess!

At Higgins’ flat, the two men rejoice over their victory, saying how bored they were by it all. Neither man thanks Eliza for her part in the success. When Higgins asks for his slippers, she throws them at him, and when she commits a grammatical lapse, he corrects her—not “them slippers” but “those slippers.” She has obviously fallen in love with her conceited teacher. She is infuriated, and along with everything else, it’s enough for her to leave during the night—to return home for a time or possibly to marry Freddy; after all, she had kissed him just outside Higgins’ flat.

In Shaw’s play, Eliza goes off to marry Freddy, as Higgins thinks how silly and improbably that arrangement will be. For the film, producer Pascal wanted the traditional happy ending, and when Shaw’s new alternative displeased him, Pascal filmed the ending now seen.

So, as it appears on screen, Higgins is listening to Eliza’s practice recordings and remembering what he had said earlier, that he had “come accustomed to her voice.” He, the arrogant, self-centered Svengali who had toyed with a simple flower girl as though she were a business commodity, had discovered something he hadn’t anticipated, something as a confirmed bachelor he hadn’t thought part of his nature: he had fallen in love with Eliza Doolittle.

And, so, when she does return, Henry, seeing no need to change his ways or become, heaven forbid!, a contrite, considerate man worthy of Eliza’s love, he says in his usual tone, “Where in the devil are my slippers, Eliza?”

While Pygmalion failed to win its Oscar nominations for picture, Leslie Howard for actor and Wendy Hiller for actress, it did win for Adapted Screenplay. The recipient of the only win was George Bernard Shaw himself, a character in his own right, not unlike Professor Higgins. When the playwright was informed in England of his Oscar, he was typically Shawian: “It’s an insult! It’s perfect nonsense. My position as a playwright is known throughout the world. To offer me an award of this sort is an insult, as if they had never heard of me before—and it’s very likely they never had.”

What would the old man have said had he been around—he died in 1950, aged 94—when My Fair Lady first appeared on Broadway, with all that singing?