Act One

A rainy night in Edwardian London near the Royal Opera House, a young cockney flower girl, Eliza Doolittle, is selling violets. A young man, Freddy, bumps into her and spoils her flowers. Eliza is cheered up when an elderly gentleman, Mr. Pickering, buys a flower, but again has an outburst when she notices another gentleman writing down how she talks. He introduces himself to the older gentleman as Henry Higgins, a phoneticist, and bets that he can make Eliza a lady by improving her speech ("Why Can't the English"). As they depart he unwillingly throws some loose change into Eliza's bucket, and she imagines what it would be like to live a life like the proper folk ("Wouldn't It Be Loverly"). 

The next morning Alfred Doolittle, Eliza's father, seeks out Eliza for some money for a drink ("With A Little Bit of Luck"). Meanwhile Higgins and Pickering are discussing linguistics when they get an unexpected visit from Eliza. She is seeking speech lessons to be able to get a job as an assistant at a florist's shop. The two men reinstate their previously discussed wager, and Higgins begins the preliminary attempt to refining Eliza ("I'm An Ordinary Man"). Arthur Doolittle hears of Eliza's lessons, and decides to try and see if he can score a little money out of the arrangement ("With a Little Bit of Luck - Reprise"). 

Higgins, impressed by Arthur's linguistics and lack of moral code, agrees to pay Arthur to go on a spree so Eliza can continue lessons and also recommends him to an American millionaire seeking a lecturer on moral values. Liza's tumultuous lessons continue, and she frustratingly imagines ways to get rid of Higgins ("Just You Wait"). The tired servants are on the verge of giving up when suddenly Eliza has a phonetic breakthrough and perfectly recites "The Rain in Spain." An overjoyed Eliza is too thrilled to sleep ("I Could Have Danced All Night"). 

Eliza is brought to the racecourse to to test her new skills ("Ascot Gavotte"). After an initial good first impression, Eliza shocks the attendees with vulgar slang and Cockney attitude - but not without entrancing the young man, Freddy Eynsford-Hill, she bumped into outside the opera. Freddy is denied by Eliza when he calls on her, but swears to wait for her as long as necessary ("On The Street Where You Live"). 

The final test is at the Embassy Ball where Eliza dazzles as a lady and impresses everyone, including the Queen of Transylvania ("Embassy Waltz"). A former student of Higgins, Zoltan Karpathy, is employed to discover the truth about Eliza through her speech. Though cautioned by his mother and Pickering not to let Karpathy dance with Eliza, Higgins relents. 

Act Two

The test at the Embassy Ball is considered a success as Karpathy has concluded that Eliza must be of Royal Hungarian blood. Pickering and Higgins are ecstatic at the success and declare the experiment over ("You Did It"). Eliza feels used and alone, her feelings unnoticed by Higgins. She lashes out at him and decides to leave. Higgins insults her and abruptly leaves ("Just You Wait - Reprise"). Outside she finds Freddy, still waiting for her ("On The Street Where You Live - Reprise"). He begins to explain his feelings of love towards her, but she cuts him off, tired of words ("Show Me"). The two return to Convent Garden where Eliza is unrecognizable with her new demeanor ("The Flower Market / Wouldn't It Be Loverly - Reprise"). Her father also happens to be there, well dressed and with news that he has been bequested four thousand pounds a year and now must marry Eliza's "step-mother" to be a respectable gentleman ("Get Me To The Church On Time"). 

Higgins reflects on life with and without Eliza ("A Hymn to Him"). Higgins seeks his mother's advice and is surprised to find Eliza having tea with her. Left alone, the two can clear the air. While Higgins always treated Eliza like a flower girl, Pickering treated her like a lady. Higgins denies any difference in treatment, and Eliza announces she will marry Freddy because he loves her. She says she was foolish to think she needed Higgins and will never see him again ("Without You").

Henry Higgins realizes his attachment to Eliza ("I've Grown Accustomed To Her Face"). He re-plays the recordings of their first lesson and only hears his harsh and disparaging words. He is interrupted by a Cockney accent, Eliza, who has returned for a possible reconciliation.