Eliza Doolittle (Audrey Hepburn) is a Cockney girl who sells flowers on the street. Her speech and sense of propriety are pretty rough, and although she has limited formal education, she gets by on street smarts. On the other hand, Professor Henry Higgins (Rex Harrison) lives in a large house, lots of money, and a good education. He bets a friend that he can teach any woman, no matter how rough, how to speak and behave. Eliza hears about the bet and appears on Professor Higgins' doorstep wanting him to turn her into a lady. It's a daunting challenge, but the Professor starts right in giving her voice lessons and teaching her to talk, dress, and behave like a lady. Eventually he takes her into public and is able to fool everyone into thinking she's royalty. Higgins thinks of the situation as a successful experiment and treats Eliza as a subject rather than a woman. Since she's in love with him, she is hurt by his treatment. Finally she runs back home. After she's gone, Higgins realizes that he misses her.