Believing Eliza ready for a tryout in high society, Higgins and Pickering take her to the races at Ascot, seating her with Higgins' mother (Gladys Cooper) and her friends.  Mrs. Higgins is not amused.

"Henry! What a disagreeable surprise." --Mrs. Higgins.
  "Hello, Mother." --Professor Higgins (a .WAV file).

Although by the late 1950s and early 1960s, location shooting had become the norm for many of Hollywood's big-budget films, including musicals like GIGI (1958) (filmed in Paris) and THE SOUND OF MUSIC (1965) (filmed in Austria), 20th-Century Fox's runaway production of CLEOPATRA (1963) in Rome the previous year had convinced Jack Warner to keep the production of MY FAIR LADY in Hollywood under his own watchful eye.  As a result, not a single frame of the film was shot on location in London.  Nevertheless, committed to making MY FAIR LADY a top-quality movie musical, the notoriously thrifty Warner spent some $17 million on the production, $1 million of which went toward the enormous Oscar-winning period sets that spanned some 26 Warner Bros. sound stages in Burbank and which are among the most lavishly detailed sets ever seen on film. 

Staying indoors presented problems for certain scenes however.  To film the horse race, for example, set director Gene Allen built the replica grandstand and boxes on a sound stage, filled them with actors in full costume, and then hired quarter horses and jockeys to race full-speed through one door of the stage and out the other.

Cecil Beaton's phenomenal costumes for MY FAIR LADY, including the designs for the Ascot Opening Day sequence, won him a much deserved Academy Award.  Unrecognized, though also worthy of note, was assistant director David Hall's striking crowd choreography in both the Ascot and opening Covent Garden sequences.  (Legendary Hollywood choreographer Hermes Pan directed the dances involving the principal actors, such as "The Rain in Spain.")

Although she was instructed to stick to two subjects, the weather and everybody's health, enchanted with the new sound of her voice, Eliza begins to run off at the mouth with a story about her aunt's suspicious death.  In one of the funniest scenes in the film, Higgins and Pickering scramble to stifle her "new small talk."

"They Done the Old Woman In" (a .AVI file courtesy 20th Century-Fox).

Still More Memorable Quotations:

• "Why should she die of influenza when she come through diphtheria right enough the year before?  Fairly blue with it, she was.  They all thought she was dead.  But my father, he kept ladling gin down her throat. Then she come through so sudden, she bit the bowl off the spoon." --Eliza.
• "And what become of her new straw hat that should have come to me?  Somebody pinched it!  And what I say is: them 'as pinched it, done her in." --Eliza.
• "Gin was mother's milk to her." --Eliza.
• "Come on... Come on, Dover... Come on... Come on, Dover... Come on... Come on, Dover! Move ya bloomin' arss!" --Eliza (a .WAV file).
• "Come on, Dover! Move ya bloomin' arse!" --Eliza (a .WAV file).
• "Yes sir." --Mrs. Pierce.
            "Uh, is... is Miss Doolittle in?" --Freddie.
            "Whom shall I say is calling?" --Mrs. Pierce.
            "Freddie Eynsford-Hill.  Oh, if she doesn't remember who I am, tell her I'm the chap who was snickering at her." --Freddie.
            "Yes sir." --Mrs. Pierce.
            "And, will you give her these?" --Freddie.
            "Yes sir.  Wouldn't you like to come in, sir? They're having dinner, but you may wait in the hall." --Mrs. Pierce.
            "No, no thank you.  I want to drink in the street where she lives." --Freddie (a .WAV file).
• "Eddie boy, we're in for a booze up.  The sun is shining on Alfred P. Doolittle." --Alfie Doolittle (a .WAV file).

(For help opening the multimedia files, visit the plug-ins page.)

After topping off the afternoon at the races with an incredible gaff, Eliza returns home in shame.  But young Freddie Eynsford-Hill (Jeremy Brett) is completely enchanted and follows Eliza home. When she refuses to see him, he insists on waiting for her, singing "On the Street Where You Live".

"On the Street Where You Live" (clip) dubbed by Bill Shirley for Jeremy Brett (a .MP3 file courtesy Sony).

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