1964 Best Picture:
My Fair Lady

Competition: Zorba the Greek, Becket, Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb, Mary Poppins

Other Winners:
Best Actor: Rex Harrison, My Fair Lady
Best Actress: Julie Andrews, Mary Poppins
Best Supporting Actor: Peter Ustinov, Topkapi
Best Supporting Actress: Lila Kedrova, Zorba the Greek
Best Director: George Cukor, My Fair Lady

Cast: Audrey Hepburn, Rex Harrison, Stanley Holloway, Wilfrid Hyde-White, Gladys Cooper, Jeremy Brett, Theodore Bikel, Mona Washbourne, Isobel Elsom

Storyline: Based on the Broadway play, which itself was based on the novel about the class-system, Pygmalion, by George Bernard Shaw, My Fair Lady is about a poor flower girl who is taken in by a respectable gentleman, with the purpose of turning her into a lady. 

Did it deserve to win: I don't think so!   My Fair Lady is a respectable enough movie version of the musical, but I can't help thinking that this was simply an opportunity to showcase Audrey Hepburn in fabulous costumes.  

The Stanley Kubrick classic, Dr Strangelove, was a much more daring film, that put the great director on the map.  

Meanwhile, Mary Poppins, the consolation prize for Broadway sensation, Julie Andrews, was a more upbeat musical, that remains a children's classic to this day.  

Critique:  My Fair Lady has its moments, and there is no doubt that it is regarded as a favorite.  The film holds true to the original Broadway show, with its classic songs, and a wonderful performance by the great Rex Harrison.  

Audrey Hepburn was cast as Eliza Doolittle, amid great controversy (see Behind the Scenes), obviously to cash in the public fascination with her.  Hepburn was the ultimate ingénue.  She was a good actress, with stunning looks, and a winning personality.  While this film showcased those assets, with an assortment of costumes to boot, it also highlighted her weaknesses. Hepburn is a good actress, but not necessarily a great one.  Even more glaring was the fact that she didn't sing.  Marni Nixon subbed for the musical numbers. 

As a film, My Fair Lady is not unique.  Fans of the film are hard pressed to tell me what this film has (other than Audrey), that other musicals, before or since, have over it.  

Best Scene:  "C'mon Dover! Move yur bloomin' ass!"  When Audrey makes her grand entrance at a horse race, the social elite can't believe their eyes ... nor their ears!  Eliza Doolittle may be able to walk the walk -- but she can't quite talk the talk!  

Behind the Scenes: Audrey Hepburn prepared for the role, and was even ready to try her hand at singing.  In the end, Marni Nixon's voice was used on the soundtrack.  Both Hepburn and Nixon saw a negative impact to this afterward, as Hepburn lost an Oscar nomination, and Nixon was criticized for discussing her role in public.  

Julie Andrews played the role on Broadway, where it made her a formidable star.   She was still unknown in Hollywood when casting for the film began, and was thus overlooked, in favor of Hepburn.  Hollywood was still interested in Andrews, and Disney gave her the lead in Mary Poppins, the movie for which she won the Oscar that same year. 

Hepburn proved that she was above petty criticism, when she was asked to present the Best Actress Award.  Patricia Neal had suffered a stroke, and was unable to present, as originally scheduled.   Andrews seemed like a sure thing for the prize.  Hepburn presented the award with the usual amount of grace, thus solidifying her well deserved position of a lady of class!

For the first time ever, not one acting Award went to an American.  All of the winners were British., except for Lila Kedrova, from France.  

Eliza starts to feel used, when the Professor takes full credit for her success.