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