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Two older gentlemen who are both renowned in their knowledge in phonetics meet a flower girl outside of an Opera house. They have a brief conversation with the girl and Henry boasts about how he could turn her into a lady in a couple months. Col. Pickering says he would take the bet but nothing immediately happens. However later that day Eliza Dolittle shows up the home of Henry Higgins offering to buy lessons.

Henry and the Colonel accept the bet and begin the process of turning Eliza into a lady. Her progress at first is not noticeable but she has a breakthrough. Henry and the Colonel decide to test her out at a horse race and she does exceptionally well. They perfect her speech even more to prepare her for the ball in which she will meet the Queen.

The night of the ball comes and Eliza has everybody absolutely fooled. Even the Queens own linguist who thinks she is royalty. Eliza is a success and better yet, a lady! She has an argument with Henry and completely stands up for herself making Henry realize that he needs to treat people a lot better. She also runs away sometime during the night with Freddy. All in all, both Eliza and Henry learned some very important things to continue their lives with. Henry finds Eliza at his own mothers house as she is leaving for her fathers wedding. The talk a little and we are left clueless as to whether or not Eliza will come back to 27 A Wimpole St.