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