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