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My Fair Lady

My Fair Lady(1964)

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My Fair Lady (1964)

SYNOPSIS

Phonetics professor Henry Higgins bets a colleague, Colonel Pickering, that he can transform Eliza Doolittle, a Cockney street vendor, into a duchess simply by teaching her to speak proper English. Pickering accepts the wager and Eliza agrees to the challenge because she desires to improve her station in life. Higgins invests all of his time and energy in Eliza's transformation with the final goal of passing her off as an aristocrat at the season's biggest social event. In the process, the relationship between teacher and student grows from a mutual dislike to something more profound and unexpected.

Director: George Cukor
Producer: Jack L. Warner
Screenplay: Alan Jay Lerner
Based on the musical play by Alan Jay Lerner and Frederick Loewe and the play Pygmalion by George Bernard Shaw
Cinematography: Harry Stradling
Editing: William Ziegler
Art Direction: Cecil Beaton
Music: Frederick Loewe, Andre Previn
Cast: Audrey Hepburn (Eliza Doolittle), Rex Harrison (Prof. Henry Higgins), Stanley Holloway (Alfred P. Doolittle), Wilfrid Hyde-White (Col. Hugh Pickering), Gladys Cooper (Mrs. Higgins), Jeremy Brett (Freddy Eynsford-Hill), Theodore Bikel (Zoltan Karparthy), Isobel Elsom (Mrs. Eynsford-Hill), Mona Washbourne (Mrs. Pearce), Barbara Pepper (Doolittle's Dance Partner), Moyna MacGill (Lady Boxington), Betty Blythe (Ad Lib at Ball), Alan Napier (Ambassador), Henry Daniell (Prince Gregor of Transylvania).
C-173m. Letterboxed. Closed Captioning.

Why MY FAIR LADY is Essential

In 1964, for one of the few times in his career, Warner Bros. studio head Jack Warner personally produced a film - My Fair Lady. The result, despite some controversy about the casting, was the last great musical of the studio era and the highest-grossing film in Warners' history to that time.

Warner had fallen in love with the musical version of George Bernard Shaw's classic Pygmalion when he had seen its New York opening in 1956. The rights were controlled by CBS, but Chairman Bill Paley wouldn't even entertain movie offers for five years. Finally he accepted a then record $5.5 million from Warner, along with 50 percent of the film's gross once it passed the $20 million mark. He also stipulated that Warner hire Cecil Beaton to supervise all design aspects and hold the film's release until after the Broadway production had closed.

The latter was hardly an issue given the time lavished on assembling just the right production package. Committed to a large budget for the film (it would end up costing $17 million), Warner decided to guarantee the investment by pursuing an all-star cast, initially rejecting the show's original stars: Rex Harrison, Julie Andrews and Stanley Holloway. He wanted James Cagney for the juicy supporting role of Alfred Doolittle, the leading lady's father, but Cagney had recently retired and, though he often performed Doolittle's songs at parties, had no intention of going back into battle with his former boss. So Warner ended up giving the role to Holloway.

For Henry Higgins, the stage's most famous phonetician, he originally sought Cary Grant. But Grant, gearing up for his own retirement, quipped, "Not only will I not play Higgins, but if you don't use Rex Harrison, I won't even go to the film." At least that's what the Warners publicity department said, though the statement was surprisingly similar to Grant's remarks when offered Robert Preston's role as Prof. Harold Hill in The Music Man (1962), which was also filmed at Warner Bros. Warner next turned to Peter O'Toole, who had just become an international star in Lawrence of Arabia (1962), but the actor's salary demands were too great. Finally, director George Cukor asked Harrison to test for the role. In response, Harrison sent Cukor some naked Polaroids of himself. Cukor finally convinced Warner to cast him for the relatively low fee of $200,000.

In casting the female lead, however, Warner was intransigent. Audrey Hepburn was one of the screen's top stars at the time and had made the studio a great deal of money in The Nun's Story (1959). Even though there was a groundswell of support for the musical's original star, Julie Andrews, Warners argued that Hepburn's box-office power would help the film much more than anything Andrews, who had yet to make a film, could bring him. Ironically, Andrews, whom most people associated with Eliza Doolittle thanks to sales of the show's original cast album, had only been a last minute choice for the role on stage. She was brought in after Mary Martin, Deanna Durbin and Dolores Gray had all turned it down.

But even though Warner paid Hepburn $1 million, there was one part of the role she couldn't handle -- the singing. She had sung charmingly in her one previous film musical, Funny Face (1957), but that was a screen original for which numbers could be arranged to fit her talents. The My Fair Lady score was already well known, particularly as sung by Andrews, so there was little musical director Andre Previn could do to make the numbers any easier for Hepburn. She started seeing a vocal coach almost as soon as she was cast and spent hours in the recording studio recording and re-recording numbers to get them just right. But though she did a creditable job on simpler songs like "Wouldn't It Be Loverly," she wasn't up to the more operatic pieces. Halfway through filming, Cukor informed her that they were going to have to dub her songs. In truth, they had already started working with Marni Nixon, who had previously provided the singing for Deborah Kerr in The King and I (1956) and Natalie Wood in West Side Story (1961). Hepburn was heartbroken, and the studio tried to soften the blow by telling the press that Nixon had only done half of the singing. That only triggered a public protest from the singer's husband, leading to the revelation that Nixon's contribution was closer to 95 percent. Hepburn's vocals are only heard on a few brief half-spoken, half-sung passages. The bad publicity most likely cost Hepburn an Oscar® nomination for Best Actress.

My Fair Lady was one big-budget film in which almost every penny can be seen on the screen. Although Warner insisted on filming it entirely in Hollywood, despite arguments from Beaton that they needed to use real British locations, he still shot the film on a lavish scale. For the cobblestone streets around Covent Garden, stones were made individually (the standard practice would have been to make identical stones from a single mold). Art director Gene Allen painted and re-painted the sets to create the illusion that some of the buildings had been standing for centuries. He also spent hours aging Hepburn's flower-vendor costumes so she wouldn't look too affluent.

Beaton's costumes for the stage show were already legendary. He outdid himself on the film, inspired by the talents of the Warner Bros. Costume Department. But he had problems dealing with Cukor from the first. Some on-set observers have described their relationship as a power struggle: Beaton was the major creative talent brought from the Broadway production while Cukor was a respected and highly individual Hollywood director.

None of the behind-the-scenes friction seriously affected production and My Fair Lady opened to ecstatic reviews and impressive box office receipts. It earned $72 million on its initial release, becoming the studio's highest-grossing film to that time. It also cleaned up in year-end awards, winning Harrison a Best Actor Oscar® bringing Cukor his only Oscar® for Best Director and giving Warner Bros. its first Best Picture Oscar® since Casablanca (1942) in 1943. Even Julie Andrews got a career boost from the film. When Warner passed her over for the lead, she accepted the title role in Walt Disney's Mary Poppins (1964). Between her performance and the sympathy for her losing out on My Fair Lady, she won a Best Actress Oscar® for her first film and landed the leading role in The Sound of Music (1965), which, like Mary Poppins, would outrank My Fair Lady at the box office.

by Frank Miller

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My Fair Lady (1964)

The tweed hat Rex Harrison wore as Henry Higgins would become his trademark for the rest of his life.

In Charade (1963), which started filming the month Audrey Hepburn found out she would be starring in My Fair Lady, Cary Grant's character tells her she's "on the street where you live," a reference to one of the musical's songs.

In an attempt to cash in on the success of My Fair Lady, 20th Century-Fox cast Harrison to star in the musical Doctor Dolittle (1967). They even hired Alan Jay Lerner to write the screenplay, though he left the project. Unfortunately, the film lost half of its $18 million investment.

The feud between George Cukor and Cecil Beaton persisted long after the film's release. Beaton wrote critically of Cukor's behavior in his memoirs, and Cukor often dismissed Beaton's contributions to the film in interviews. When Cukor spoke critically of Beaton's work in a 1973 interview for British television, the designer sued him for slander.

The film was restored in 1994, with technicians using most of the original camera negatives and the original six-part soundtrack to create new prints with Dolby sound. Nonetheless, some images, including most of the opening credits, had to be digitally re-created and restored.

My Fair Lady has been revived several times on Broadway since the hit film version. In 1976, George Rose won the Tony Award for Best Actor in a Musical for playing Doolittle in a revival starring Ian Richardson and Christine Andreas. Harrison returned to the Higgins role in 1981, while Richard Chamberlain gave it a try in 1993. The original Pygmalion has also had numerous revivals, with Peter O'Toole finally getting to play Higgins in a 1983 television version with Margot Kidder and the 1987 Broadway revival (with Amanda Plummer). A 1968 Swedish television production teamed Ingmar Bergman stalwarts Gunnar Bjornstrand and Harriet Andersson, while model-turned-actress Twiggy starred in a 1981 TV version in England.

Pretty Woman (1990) with Julia Roberts and Richard Gere and Educating Rita (1983) with Julie Walters and Michael Caine bear more than superficial resemblances to My Fair Lady in their depiction of women being educated and enriched by men who fall in love with them.

by Frank Miller

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My Fair Lady (1964)

Made as the great studios were cutting back on personnel and other resources, My Fair Lady was one of the last Hollywood films to employ the vast armies of craftspeople on which the great movie empires had been built. The picture reflects a grandeur in production that would soon fade from the screen.

For the earlier scenes featuring Eliza's unkempt hairstyle, studio hairdressers applied a combination of petroleum jelly and clay to Audrey Hepburn's head.

One song written for My Fair Lady beat the film to the screen by six years. "Say a Prayer for Me Tonight" had been written for Eliza, but cut during out-of-town tryouts. When Alan Jay Lerner and Frederick Loewe were working on the score for Gigi (1958) a while later, they recycled it for the film.

During production, designer Cecil Beaton, who was also famous as a portrait photographer, arranged a sitting with Jack Warner. He shot the studio head as a Turkish sultan, but when Warner saw the photos, he ordered them destroyed.

When Hepburn arrived at the studio for her first meeting with Cecil Beaton, she was so impressed with his costumes she insisted on trying on many of the extras' gowns, complaining that Eliza didn't get enough pretty clothes. As a result, Beaton arranged with Warner to spend two days photographing her in most of the women's costumes.

Rex Harrison insisted that many of his costumes for the film be made by the London tailors who made his own hats, coats and shoes.

Hepburn's white ball gown for the film was an actual antique flown in from England.

Harrison's performance returned him to stardom years after his reign as "sexy Rexy" in British and Hollywood films of the '40s. On the strength of his Oscar®-winning performance, he won roles in the big-budget historical epic The Agony and the Ecstasy (1965) and the film musical Doctor Dolittle (1967).

Because of her demanding role, Hepburn had a "Do Not Disturb" sign on her dressing room and barred all still photographers except Beaton from the set. The two studio photographers wore black and hid behind set pieces to keep out of sight.

The film's DVD version includes clips of Hepburn doing her own singing (she performed some of the musical numbers to her own tracks), but in "Wouldn't It Be Loverly?" her lip movements do not match her own vocals, even though the vocals were played during filming.

The phonetics notations in Henry Higgins' notebook are copies of symbols used by phonetician Henry Sweet, one of Shaw's models for the character.

Veteran character actor Henry Daniell, who played the unbilled role of the Prince of Transylvania, had been in more Cukor films than anybody besides Katharine Hepburn, including Camille (1936) and The Philadelphia Story (1940). He was also a personal friend of Cukor's. He died on the set, and the director had to figure out how to shorten his role while still grieving for the actor.

To create the proper sense of love for Eliza while singing "I've Grown Accustomed to Her Face," Rex Harrison imagined that his late wife, Kay Kendall, was waiting behind the door to Higgins' house.

Despite Cukor and Beaton's painstaking research, a few factual errors crept into the film. Hepburn uses a modern watering-can in Mrs. Higgins' conservatory, and during the Ascot scene the cast watches the horses race in the wrong direction.

My Fair Lady garnered George Cukor his only Oscar® for Best Director, despite a distinguished career including Dinner at Eight (1933), Camille, The Philadelphia Story and Adam's Rib (1949). It was only his third musical (following 1932's One Hour With You and 1954's A Star Is Born), but his 19th stage adaptation, a genre for which he was particularly noted.

Because Warner and the George Bernard Shaw estate insisted on fidelity to the original stage play, My Fair Lady is practically a scene-for-scene record of one of the most popular and beloved stage productions in Broadway history featuring the signature performances of Rex Harrison and Stanley Holloway.

Jack Warner was supposed to escort Bill Paley's daughter to My Fair Lady's New York premiere, but when she became ill, he hired a prostitute working the bar at the hotel where he was staying. He introduced her to the guests as "Lady Cavendish," and the working girl had such a good time, she decided not to charge him for the evening.

When Julie Andrews beat out Audrey Hepburn for the Golden Globe for Best Actress in a Musical/Comedy, she ended her speech by thanking "Jack Warner for making it all possible." The quip was a backhanded acknowledgment that the award, like her later Oscar®, was a consolation prize for not getting to play Eliza Doolittle on screen.

When Hepburn failed to win an Oscar® nomination for My Fair Lady, another Hepburn, Katharine, wired her, "Don't worry about not being nominated. Someday you'll get it for a part that doesn't rate it." She never did. Audrey Hepburn received only one other Oscar® nomination, for Wait Until Dark (1967). She lost to the other Hepburn in Guess Who's Coming to Dinner.

Famous Quotes From MY FAIR LADY (1964)

"It's almost irresistible. She's so deliciously low. So horribly dirty." -- Rex Harrison, as Henry Higgins, considering his bet to turn Audrey Hepburn, as Eliza Doolittle, into a proper lady.

"I ain't dirty! I washed my face and hands before I come, I did." - Audrey Hepburn, as Eliza.

"I'm a good girl, I am!" -- Hepburn's repeated defense of her honor.

"Eliza, you are to stay here for the next six months learning to speak beautifully, like a lady in a florist's shop. At the end of six months you will be taken to an embassy ball in a carriage, beautifully dressed. If the king finds out you are not a lady, you will be taken to the Tower of London, where your head will be cut off as a warning to other presumptuous flower girls! If you are not found out, you shall be given a present of... uh... seven and six to start life with in a lady's shop. If you refuse this offer, you will be the most ungrateful, wicked girl, and the angels will weep for you." -- Harrison, as Higgins, proposing that Hepburn take part in his wager.

"By George, she's got it!" -- Harrison celebrating Hepburn's breakthrough in learning proper English.

"I could have danced all night." -- Hepburn (or rather Marni Nixon) singing of her love for Harrison.

"Henry! What a disagreeable surprise." -- Gladys Cooper, as Mrs. Higgins, welcoming her son, Harrison.

"Move yer bloomin' arse!" -- Hepburn revealing her roots at Ascot.

"I may have sold flowers but I never sold myself. Now that I'm a lady, that's all I have to sell." -- Hepburn complaining of her treatment after the ball.

"The question is not whether I have treated you rudely, but whether I have treated anyone else any better." -- Harrison defending his treatment of Hepburn.

"The difference between a lady and a flower girl is not how she behaves, but how she is treated." -- Hepburn.

"I've grown accustomed to her face." -- Harrison admitting his love for Hepburn.

"Eliza? Where the devil are my slippers?" -- Harrison accepting Hepburn's return in the film's final line.

Compiled by Frank Miller

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My Fair Lady (1964)

My Fair Lady was adapted from the non-musical comedy Pygmalion by George Bernard Shaw. He had written the play partly to satirize British notions of aristocracy, since the leading lady, Eliza Doolittle, is a lower class flower girl who passes herself off as a duchess by learning to speak proper English. It also advanced his own ideas about language and phonetics and provided a vehicle for Mrs. Patrick Campbell, a stage star on whom the noted playwright and political activist had a crush. Later actresses to earn praise as Eliza included Gertrude Lawrence and Lynn Fontanne.

After years of resisting offers to film his work, Shaw finally gave in by writing the screenplay for a 1938 film version of Pygmalion, starring Leslie Howard as Higgins and Wendy Hiller as Eliza. At the insistence of producer Gabriel Pascal, he included a final scene in which Eliza returns to Higgins after proclaiming her emancipation. The scene would provide the proper finish for both the stage and screen versions of My Fair Lady.

Alan Jay Lerner and Frederick Loewe had started working on ideas for a musical version of George Bernard Shaw's Pygmalion in 1952 but almost gave up because they couldn't figure out how to work in a chorus or write love songs for the leading characters, who never admitted to loving each other. They became particularly discouraged when they learned that Broadway's top songwriting team, Richard Rodgers and Oscar Hammerstein, had tackled the same project and given up on it years earlier. What got them interested in the project again was the realization that the stage musical had grown more serious and adventurous in recent years.

Their first choice for leading man was Noel Coward. But although he had great faith in the material, Coward didn't want to commit to a two-year contract.

Rex Harrison was already a noted interpreter of Shaw's plays, having starred in the film version of Major Barbara (1941), and almost turned down the role for fear that a musical version of Pygmalion would not do the play justice.

The distinctive style of Henry Higgins' songs, including "Why Can't the English" and "I've Grown Accustomed to Her Face," resulted from Loewe's efforts to keep the music within Harrison's rather narrow range (a minor third) and mirror his own speaking style. All Harrison had to do with most of the songs was speak them, but on the pitches Loewe had composed.

Originally, Lerner and Loewe had conceived the play as a vehicle for its female star and called it Lady Liza to reflect that. When Harrison came on board, however, they realized he had all the star power they needed and shaped the musical as much for his character. They also wanted to put some reference to his character, Henry Higgins, into the title. They finally settled on My Fair Lady, with the possessive pronoun referring back to Higgins. The title came from the nursery rhyme "London Bridge."

Julie Andrews had come to the show much later than Harrison, after Mary Martin, Deanna Durbin and Dolores Gray had turned the role of Eliza down.

My Fair Lady ran 2,717 performances on Broadway, just shy of six years. That was a record at the time, though it has since been broken by such shows as Fiddler on the Roof, A Chorus Line and Cats. Harrison played Higgins for two years in New York and another in London.

Among the show's most ardent fans was songwriter Cole Porter, who for a while attended every week just to enjoy the show's musical numbers. Other celebrity fans included Marilyn Monroe, Charles Laughton, Louis Armstrong, Spencer Tracy, T.S. Eliot and Frank Sinatra, who would later record "I've Grown Accustomed to Her Face."

The show won the Tony Awards for Best Musical, Best Actor in a Musical, Best Director, Best Book, Best Producer, Best Composer, Best Conductor and Musical Director, Best Scenic Designer and Best Costume Designer, the latter going to the legendary Cecil Beaton.

Warner Bros. head Jack L. Warner was determined to film My Fair Lady after falling in love with the show at its opening night performance. However, CBS Chairman Bill Paley, who controlled the rights because the network had invested $400,000 in the show, refused all offers. For six years, Warner persisted in his attempts to obtain the film rights. In 1962, he heard a rumor that Paley was seriously considering an offer of $3.5 million from a rival studio. Warner countered by offering $5.5 million, a record at the time. He also agreed to pay CBS 50 percent of any grosses over $20 million, to hold up any release until the original Broadway production had closed and to hire the production's costume designer, Cecil Beaton, to supervise sets and costumes.

Warner's first choices for director were Vincente Minnelli and Joshua Logan, both veterans of musical film and theatre. Minnelli wanted too much money, however, and Logan insisted on expensive location shooting in London.

The next choice was George Cukor, renowned for his ability to get strong performances out of his leading ladies and his facility with sophisticated comedies. When Warner offered him the job, Cukor said, "Yes, I think you've made a very intelligent choice."

Originally Warner bypassed all three of the show's original stars. His first choice for Alfred Doolittle was James Cagney, who often performed the character's songs at parties. Cagney had recently retired, however, and was not about to return to acting, particularly with his old boss and business enemy Warner producing. With his refusal, the role went to its originator, Stanley Holloway.

Warner's first choice for Prof. Higgins was Cary Grant, but Grant, who was considering retirement himself (he would retire in 1967) said, "Not only will I not play Higgins, but if you don't use Rex Harrison, I won't even go to the film." Since he had made the same comment about Robert Preston when offered the role of Prof. Harold Hill in The Music Man (1962), the statement may just have been an invention of the Warner Bros. publicity department.

After Grant, Warner also considered Laurence Olivier, Richard Burton and Rock Hudson for Higgins. At one point, they were close to signing Peter O'Toole, when he asked twice their offer, which killed the deal.

Cukor asked Rex Harrison to test for the role he had created, but the disgruntled actor only sent him some naked Polaroids of himself. Nonetheless, Warner decided to cast him for the relatively low fee of $200,000. When Harrison got the wire offering him the role, he thrust his hands into the air and paraphrased one of the show's lyrics: "By George, I've got it!"

Writer/lyricist Alan Jay Lerner lobbied vigorously for Julie Andrews to play Liza Doolittle on film, but Warner was concerned that he was investing $17 million in a film without a star. He also didn't think she would photograph well, so he asked her to do a screen test. When she refused, he dropped all thought of casting her.

Warner's first choice to play Eliza was Audrey Hepburn, who had made the studio a lot of money in The Nun's Story (1959). His back-up choices included Elizabeth Taylor, who campaigned for the role, and Shirley Jones.

Hepburn had wanted to play Eliza since seeing the show on Broadway, but that didn't stop her from driving a hard bargain during contract negotiations. She received a cool million for the film, five times Harrison's salary.

by Frank Miller

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My Fair Lady (1964)

Audrey Hepburn had signed for the film with the understanding that she would do her own singing. She arrived in Hollywood six weeks before shooting began to work with a vocal coach and musical director Andre Previn and actually recorded her tracks for the musical numbers.

Hepburn shot her songs to the tracks she had recorded, but producer Jack Warner was unhappy with her singing. At his insistence, studio musical director Ray Heinsdorf hired a dubber, Marni Nixon, a classically trained singer who had previously provided vocals for Deborah Kerr in The King and I (1956) and Natalie Wood in West Side Story (1961). Hepburn was devastated when director George Cukor broke the news to her.

In truth, 10 percent of Liza Doolittle's singing in the film is Hepburn. She sings/talks the first verse of "Just You Wait," as well as the number's conclusion and a reprise. She also performs parts of "The Rain in Spain."

At Hepburn's insistence, Cukor shot all of her scenes in sequence so that she could grow into the role and hold her own against Rex Harrison and Stanley Holloway, who had both done the play for several years. It also allowed her to do the most difficult scenes first - those before Eliza's transformation - while she was still fresh.

For the early part of Eliza's transformation, Cecil Beaton insisted that Hepburn wear weights around her lower legs so that she would keep some of the flower girl's early gawkiness.

Most costumers and makeup artists had to camouflage Hepburn's square jaw, but for her early scenes in My Fair Lady, designer Beaton actually emphasized it by putting her in a straw hat. That allowed for a more dramatic transformation, accentuated by the upswept hairdos he designed for her later in the film to show off her bone structure.

While filming the "Wouldn't It Be Loverly" number, Hepburn got word that President John Kennedy had been assassinated. She announced his passing to the crew and requested two minutes of silence. Then they all walked off the set and went home.

Because of the unique speak-sing style Harrison used in his songs, he insisted on performing them live on the set rather than mouthing them to prerecorded tracks. That allowed him to adjust his rhythms to whatever else happened in the performance during filming.

When Harrison had problems performing his final song, "I've Grown Accustomed to Her Face," out of sequence (claiming he needed the weight of the show behind him to do it justice), Cukor let him move anywhere he wanted on the large street set. Since it would be impossible to follow him with a microphone boom, he wore one of the first wireless microphones. He also shot with two cameras simultaneously, one for the long shot and one close up, so they would have fewer problems matching shots.

Cukor and designer Cecil Beaton took a lavish approach to the film's set design. In a departure from standard Hollywood practice, rather than building cobblestones for the Covent Garden streets from a single mold, they had each stone made individually. Art director Gene Allen, a frequent Cukor collaborator, used several coats of paint on the buildings to create the illusion that they were hundreds of years old.

Cukor and Cecil Beaton did not get along during filming. Cukor complained that Beaton tried to take credit for other people's work. He also resented the fact that Beaton's presence prevented him from hiring his usual color consultant, photographer George Hoyningen-Huene. For his part, Beaton considered Cukor vulgar and resented his domineering character. Some observers suggested that the closeted Cukor was put off by Beaton's more flamboyant homosexuality. There were even rumors that Beaton had once stolen a man from the director. Their biggest on-set argument was over Beaton's assignment to photograph the cast. Cukor felt that his photography was slowing down production and told him to stop taking shots on the set. Then he complained that posing for the portraits was overworking the actors. Yet Beaton persisted in taking pictures. After some on-set blow-ups, Cukor complained to Warner, and Beaton stopped coming to the set.

When Hepburn entered the set for the first time in Eliza's gown for the ball, she was so beautiful the crew and the rest of the cast stood silently gaping at her, then broke out with applause and cheers.

The shoot was unusually exhausting for Hepburn, who lost eight pounds during filming. Her work was intensified by domestic problems with husband Mel Ferrer, who was playing a supporting role in Sex and the Single Girl (1964) on the Warner's lot. Finally, Cukor had to shoot around her for a week so she could get her health back.

When Cukor asked to do expensive re-takes of the Ascot sequence, Warner refused. When the director persisted, Warner had the set torn down.

Thanks to Cukor's efficiency, My Fair Lady was completed in less than four months. Shooting started in August 1963 and ended in December.

After screening the rough cut, Jack Warner, who had not wanted to cast Harrison, rose in silence, turned to the actor and bowed.

Warner gave the film a lavish premiere in New York, complete with a reception for the stars at the Sherry Netherlands Hotel and a post-premiere charity ball hosted by Mrs. William Paley and the Duchess of Windsor.

Warner had tried to keep the dubbing of Hepburn's singing a secret, but when My Fair Lady opened, it was hard not to notice it. The publicity department then issued a statement that Nixon had only done half the singing, which triggered an angry denial from the dubber's husband. The secrecy triggered a backlash against Hepburn's performance, with gossip columnist Hedda Hopper writing, "With Marni Nixon doing the singing, Audrey Hepburn gives only half a performance." Warner countered, "I don't know what all the fuss is about. We've been doing it for years. We even dubbed the barking of Rin-Tin-Tin."

Hepburn's failure to win an Oscar® nomination for My Fair Lady was considered a major upset, triggering protests from Warner and Cukor. She rose above the snub, however, when the Academy® invited her to present the Best Actor award, which went to co-star Harrison. In accepting the award, he thanked "two fair ladies."

by Frank Miller

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teaser My Fair Lady (1964)

In 1964, for one of the few times in his career, Warner Bros. studio head Jack Warner personally produced a film - My Fair Lady. The result, despite some controversy about the casting, was the last great musical of the studio era and the highest-grossing film in Warners' history to that time.

Warner had fallen in love with the musical version of George Bernard Shaw's classic Pygmalion -- about a phonetics expert who transforms a Cockney flower girl into a great lady by teaching her how to speak properly -- when he had seen its New York opening in 1956. The rights were controlled by CBS, but Chairman Bill Paley wouldn't even entertain movie offers for five years. Finally he accepted a then record $5.5 million from Warner, along with 50 percent of the film's gross once it passed the $20 million mark. He also stipulated that Warner hire Cecil Beaton to supervise all design aspects and hold the film's release until after the Broadway production had closed.

The latter was hardly an issue given the time lavished on assembling just the right production package. Committed to a large budget for the film (it would end up costing $17 million), Warner decided to guarantee the investment by pursuing an all-star cast, initially rejecting the show's original stars: Rex Harrison, Julie Andrews and Stanley Holloway. He wanted James Cagney for the juicy supporting role of Alfred Doolittle, the leading lady's father, but Cagney had recently retired and, though he often performed Doolittle's songs at parties, had no intention of going back into battle with his former boss. So Warner ended up giving the role to Holloway.

For Henry Higgins, the stage's most famous phonetician, he originally sought Cary Grant. But Grant, gearing up for his own retirement, quipped, "Not only will I not play Higgins, but if you don't use Rex Harrison, I won't even go to the film." At least that's what the Warners publicity department said, though the statement was surprisingly similar to Grant's remarks when offered Robert Preston's role as Prof. Harold Hill in The Music Man (1962), which was also filmed at Warner Bros. Warner next turned to Peter O'Toole, who had just become an international star in Lawrence of Arabia (1962), but the actor's salary demands were too great. Finally, director George Cukor asked Harrison to test for the role. In response, Harrison sent Cukor some naked Polaroids of himself. Cukor finally convinced Warner to cast him for the relatively low fee of $200,000.

In casting the female lead, however, Warner was intransigent. Audrey Hepburn was one of the screen's top stars at the time and had made the studio a great deal of money in The Nun's Story (1959). Even though there was a groundswell of support for the musical's original star, Julie Andrews, Warners argued that Hepburn's box-office power would help the film much more than anything Andrews, who had yet to make a film, could bring him. Ironically, Andrews, whom most people associated with Eliza Doolittle thanks to sales of the show's original cast album, had only been a last minute choice for the role on stage. She was brought in after Mary Martin, Deanna Durbin and Dolores Gray had all turned it down.

But even though Warner paid Hepburn $1 million, there was one part of the role she couldn't handle -- the singing. She had sung charmingly in her one previous film musical, Funny Face (1957), but that was a screen original for which numbers could be arranged to fit her talents. The My Fair Lady score was already well known, particularly as sung by Andrews, so there was little musical director Andre Previn could do to make the numbers any easier for Hepburn. She started seeing a vocal coach almost as soon as she was cast and spent hours in the recording studio recording and re-recording numbers to get them just right. But though she did a creditable job on simpler songs like "Wouldn't It Be Loverly," she wasn't up to the more operatic pieces. Halfway through filming, Cukor informed her that they were going to have to dub her songs. In truth, they had already started working with Marni Nixon, who had previously provided the singing for Deborah Kerr in The King and I (1956) and Natalie Wood in West Side Story (1961). Hepburn was heartbroken, and the studio tried to soften the blow by telling the press that Nixon had only done half of the singing. That only triggered a public protest from the singer's husband, leading to the revelation that Nixon's contribution was closer to 95 percent. Hepburn's vocals are only heard on a few brief half-spoken, half-sung passages. The bad publicity likely cost Hepburn an Oscar® nomination for Best Actress.

My Fair Lady was one big-budget film in which almost every penny can be seen on the screen. Although Warner insisted on filming it entirely in Hollywood, despite arguments from Beaton that they needed to use real British locations, he still shot the film on a lavish scale. For the cobblestone streets around Covent Garden, stones were made individually (the standard practice would have been to make identical stones from a single mold). Art director Gene Allen painted and re-painted the sets to create the illusion that some of the buildings had been standing for centuries. He also spent hours aging Hepburn's flower-vendor costumes so she wouldn't look too affluent.

Beaton's costumes for the stage show were already legendary. He outdid himself on the film, inspired by the talents of the Warner Bros. Costume Department. But he had problems dealing with Cukor from the first. Some on-set observers have described their relationship as a power struggle: Beaton was the major creative talent brought from the Broadway production while Cukor was a respected and highly individual Hollywood director. There were also some personal issues. Beaton thought Cukor vulgar, while the closeted director considered his designer too flamboyantly gay. Rumors also flew that Beaton had once stolen a lover from Cukor. Their biggest on-set argument was over Beaton's assignment to photograph the cast. Cukor felt that his photography was slowing down production and told him to stop taking shots on the set. Then he complained that posing for the portraits was overworking the actors. Yet Beaton persisted in taking pictures. After some on-set blow-ups, Cukor complained to Warner, and Beaton stopped coming to the set. Years later, Cukor would denigrate Beaton's contribution to the film, giving most of the credit for its design to Allen. Some comments Cukor made on British television in 1973 even lead Beaton to sue for slander.

But all of that was in the future. My Fair Lady opened to ecstatic reviews and solid box office. It earned $72 million on its initial release, becoming the studio's highest-grossing film to that time. It also cleaned up in year-end awards, winning Harrison a Best Actor Oscar® bringing Cukor his only Oscar® for Best Director and giving Warner Bros. its first Best Picture Oscar® since Casablanca in 1943. Even Julie Andrews got a career boost from the film. When Warner passed her over for the lead, she accepted the title role in Walt Disney's Mary Poppins (1964). Between her performance and the sympathy for her losing out on My Fair Lady, she won a Best Actress Oscar® for her first film and landed the leading role in The Sound of Music (1965), which, like Mary Poppins, would outrank My Fair Lady at the box office.

Producer: James C. Katz, Jack L. Warner
Director: George Cukor
Screenplay: Alan Jay Lerner, George Bernard Shaw (play)
Cinematography: Harry Stradling, Sr.
Film Editing: William Ziegler
Art Direction: Gene Allen
Music: Frederick Loewe
Cast: Eliza Doolittle (Audrey Hepburn), Rex Harrison (Professor Henry Higgins), Stanley Holloway (Alfred P. Doolittle), Wilfrid Hyde-White (Colonel Hugh Pickering), Gladys Cooper (Mrs. Higgins), Jeremy Brett (Freddy Eynsford-Hill).
C-173m. Letterboxed. Closed Captioning.

by Frank Miller

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My Fair Lady (1964)

"As Henry Higgins might have whooped, 'By George, they've got it!' They've made a superlative film from the musical stage show My Fair Lady -- a film that enchantingly conveys the rich endowments of the famous stage production in a fresh and flowing cinematic form." -- Bosley Crowther, New York Times.

"Rex Harrison is incomparable. Give him a simple, helpless line like: 'Damn Mrs. Pearce, and damn the coffee, and damn you!' and he will make it sound as elegantly yet majestically final as a trio of crashing chords at the end of a symphony." -- Kenneth Tynan, The Observer.

"The property has not been so much adapted as elegantly embalmed." -- Andrew Sarris, Village Voice.

"Cukor's film is a pleasure to behold. Harrison, suave and distant and somehow reptilian around the eyes, makes a Higgins who never ever seems a pushover for Eliza. Hepburn, so touchingly waiflike, brings a poignancy to her coming-out scenes that is magical; she never seems quite confident that anyone will like her." -- Roger Ebert, Chicago Sun-Times.

"The film seems to go on for about 45 minutes after the story is finished. Audrey Hepburn is an affecting Eliza, though she is totally unconvincing as a guttersnipe, and is made to sing with that dreadfully impersonal Marni Nixon voice that has issued from so many other screen stars. Rex Harrison had already played Higgins more than a bit too often." - Pauline Kael, 5001 Nights at the Movies.

"You cannot criticize the Changing of the Guard or the Beatles; you either stay and worship or sneer and decamp." -- Alistair Cooke on the impossibility of reviewing My Fair Lady.

"The sets, costumes (by Cecil Beaton), photography, and Hermes Pan's choreography are all sumptuously impressive, and Harrison makes a fine, arrogant Professor Higgins; but Hepburn is clearly awkward as the Cockney Eliza in the first half, and in general the adaptation is a little too reverential to really come alive." - Geoff Andrew, TimeOut Film Guide.

"A professional but uninspired celluloid version of the fabulous Lerner-Loewe musical play from Shaw's Pygmalion (qv). A prodigious expenditure of talent, and to a lesser degree money, is evident, and there is plenty to enjoy; but more might have been packed into the most eagerly anticipated musical of the decade." - Leslie Halliwell, The Filmgoer's Companion.

"I have never seen two people less suited to end up together at the end of a picture than Eliza Doolittle and Professor Henry Higgins. How she could stand to be in the same room with him after the way he's treated her is beyond me. I know it's supposed to be lighthearted and humorous, but I was more offended than I thought I'd be." - Crazy for Cinema (http://crazy4cinema.com/index.html)

"My Fair Lady shows director George Cukor as he nears the end of an illustrious career, and it really shows. Sometimes the story is tortuously slow, and Cukor's plodding direction is much to blame. He rarely uses the camera to help him do the storytelling, preferring instead to plant the camera in the ground and record the events, as if he were recording a stage production. At nearly three hours in length, the film might be best enjoyed in smaller chunks. Despite these complaints, the film is pretty fun, and certainly boasts some great songs...The charisma of the leads, the gratifying (if poorly paced) story arc and the hummable tunes allow us to get past some of the film's cinematic weaknesses." - Dan Jardine, Apollo Movie Guide (http://apolloguide.com/index.shtml)

AWARDS AND HONORS

My Fair Lady was filmed for $17 million and broke even with U.S. grosses of $34 million. International sales brought the gross to $72 million (almost $500 million in contemporary dollars), generating healthy profits for Warner Bros. It was the fourth highest-grossing film of its year, behind first place winner Mary Poppins.

My Fair Lady was the big winner at the 1964 Academy Awards®, taking eight Oscars®: Best Picture, Best Director, Best Actor (Rex Harrison), Best Cinematography, Best Score, Best Art Direction, Best Costume Design and Best Sound. It also was nominated for Best Supporting Actor (Stanley Holloway), Best Supporting Actress (Gladys Cooper), Best Adapted Screenplay and Best Editing.

Conspicuously missing from the film's Oscar® nominations was a nomination for leading lady Audrey Hepburn. Most industry insiders felt that she was being punished for not doing her own singing and because of the negative publicity generated by producer Jack L. Warner's refusal to have Julie Andrews repeat her stage role. It was also widely felt that Andrews' Oscar® that year for Mary Poppins was partly a consolation prize for her having lost the lead in My Fair Lady.

Anticipating his Oscar® win, Cukor won the Directors Guild Award.

My Fair Lady also captured the New York Film Critic's Awards for Best Picture and Best Actor and Golden Globes for Best Picture, Best Actor and Best Director. The Hollywood Foreign Press even had the good taste to nominate Hepburn for Best Actress in a Musical/Comedy, though she lost to Andrews.

When My Fair Lady was released in Great Britain, it captured the BAFTA Award (the British Oscar®) for Best Picture.

Compiled by Frank Miller & Jeff Stafford

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