Phonetics professor Henry Higgins gets involved in an altercation with Cockney flowergirl Eliza Doolittle as he is taking notes on her accent outside of London's Covent Garden in 1912. Colonel Pickering, another language enthusiast, quiets the argument, and Higgins boasts to him that after training Eliza for 3 months he could pass her off as a duchess. The next day Eliza arrives at Higgins' house, prepared to pay for diction lessons so that she may realize her dream of obtaining a position in a shop. With Pickering's help, Higgins begins a complete transformation of Eliza. Her first public appearance at the Ascot horseraces is a dubious success. A few months later, Eliza is a greater success at the season's biggest social event. After the affair, Higgins and Pickering congratulate each other on Eliza's transformation, completely ignoring her and her part in the process. She leaves Higgins' house in anger. Finding her father preparing to marry, Eliza seeks refuge with Higgins' mother. She is paid court by Freddie Eynsford-Hill, a young admirer. Higgins finds Eliza at his mother's, but they quarrel and he returns home. Sitting alone in his study, Higgins realizes that he cannot be happy without Eliza. As he sits listening to recordings of her voice made during her diction lessons, Eliza quietly enters the room through the door behind him.