My Fair Lady

Costume designer Cecil Beaton created 1,500 costumes for the film, with the exception of the pearl-white gown Audrey Hepburn wears to the Embassy Ball, an original Edwardian piece Beaton found in an antique shop.

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According to Alexander Walker, one of Sir Rex Harrison's biographers, the song "I've Grown Accustomed to Her Face" held special memories for the actor; during the original Broadway run he would sing it to his third wife, Kay Kendall, who stood in the wings watching his performance. Harrison later admitted that whenever he sang the song in the film, he always thought of Kendall, who had died of leukemia a few years earlier.

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Audrey Hepburn later admitted that she would never have accepted the role of Eliza Doolittle had she known producer Jack L. Warner planned to dub nearly all of her songs. After making the film, Hepburn decided not to appear in another musical unless she could do the singing herself.

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When Audrey Hepburn (Eliza Doolittle) was first told that her voice was not strong enough and would have to be dubbed, she walked out. She returned the next day and, with Hepburn's typical grace, apologized to everyone for her "wicked behavior."

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When Audrey Hepburn first came on set in Eliza's ball gown, she looked so beautiful that the crew and other actors silently stared at her in astonishment, then dispersed with applause and cheers.

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Asked why he had turned down the role of Professor Henry Higgins, Cary Grant noted that his own way of speaking was much closer to Eliza Doolittle's.

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When Sir Rex Harrison received his Academy Award for the film, he dedicated it to the "two fair ladies," Audrey Hepburn and Dame Julie Andrews, both of whom had played Eliza Doolittle alongside him.

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Audrey Hepburn's failure to receive an Oscar nomination was regarded as a great disappointment and prompted protests from Warner Brothers and director George Cukor. The Academy, however, invited her to present the Best Actor award, which went to her leading man Sir Rex Harrison, and she rose above the slight. Accepting the award, Harrison thanked the "two fair ladies" — Hepburn and Dame Julie Andrews (the creator of the role on Broadway).

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Sir Rex Harrison's microphone, hidden in his tie, occasionally picked up police broadcasts from passing police cars.

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Cary Grant told producer Jack L. Warner that he would not play Professor Henry Higgins, and that he would not even go to see the film if Sir Rex Harrison were not cast in the role. The same Hollywood legend holds that Cary Grant was offered the role of Harold Hill for The Music Man (1962) and told the producer he would not even go to see the film unless Robert Preston was cast.

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At one point Warner Brothers was in talks with Peter O'Toole, who was extremely hot after the success of Lawrence of Arabia (1962), but his representatives were asking for $400,000. Producer Jack L. Warner was not eager to choose Sir Rex Harrison but could get him for only $200,000. This greatly angered Harrison, especially since Audrey Hepburn was paid $1 million, and especially since Harrison ultimately won an Oscar for his efforts and Hepburn did not.

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For its 30th-anniversary re-release in 1994, the film was meticulously restored by Robert A. Harris and James C. Katz, the same team that restored Lawrence of Arabia (1962), Spartacus (1960) and Vertigo (1958). The restoration was called for because Warner Brothers held the rights to its films for only a certain period, after which the rights reverted to CBS, which discarded most of the original materials. The film's digital restoration saved it from being lost, took six months and cost $600,000.

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Despite the extensive vocal training he received after taking the role of Professor Henry Higgins in the film, Sir Rex Harrison could not sing a single note. Director George Cukor eventually gave up and told him to half-speak everything, as he had done in the stage version.

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Because of the way Sir Rex Harrison spoke between musical numbers, they could not pre-record them and have him lip-sync, so he was fitted with a wireless microphone (one of the first ever developed), hidden under his tie. This meant, however, that his mouth and words were completely in sync, while everyone else was looking at him because they were lip-syncing (when everyone is lip-syncing, it is not so noticeable). The studio thought this was too obvious and altered Harrison's music, lengthening and shortening notes in various places so that his synchronization was slightly off, like that of all the other actors and actresses.

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At Audrey Hepburn's insistence, director George Cukor shot all of her scenes in order so that she could grow into the role and hold her own against Sir Rex Harrison and Stanley Holloway, who had been playing the show for several years. This also allowed her to shoot the most difficult scenes, those before Eliza's transformation, first, while they were still fresh.

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Sir Rex Harrison had quit smoking because of pains in his legs. He did not like that Audrey Hepburn smoked three packs a day.

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Although Audrey Hepburn was playing a 21-year-old, she was in fact 35 in real life. Jeremy Brett (who turned 30 during filming) was cast as the 20-year-old Freddy Eynsford-Hill so that Hepburn would not look too old by comparison.

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At $17 million, it was the most expensive Warner Brothers film produced up to that time. It nonetheless went on to be one of the highest-grossing films of 1964.

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Production designer Gene Allen was never given a budget to work with. He designed and built all the sets without having to worry about what they would cost.

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Dame Julie Andrews got her revenge on producer Jack L. Warner three years later, when she declined the role of Guenevere in the film version of Camelot (1967), which she had made her own on Broadway. Her Camelot co-stars Richard Burton and Robert Goulet also did not appear in the film; it was such a bad failure for Warner Brothers that the company removed Jack L. Warner as president.

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Producer Jack L. Warner did not want to cast Sir Rex Harrison; after a rough cut was screened, he stood up silently, turned to the actor and bowed.

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The role of Eliza Doolittle was first played on Broadway by Dame Julie Andrews. Producer Jack L. Warner, however, felt she was not sufficiently "known" as a film actress, so she was denied the part. Many felt that this slight, and the dubbing of Audrey Hepburn's singing, led to Hepburn not being nominated for the Best Actress Oscar. Andrews, however, was nominated that year for the role of Mary Poppins in Walt Disney's Mary Poppins (1964). In her acceptance speech she won the Best Actress Oscar and "thanked" Jack L. Warner.

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Jeremy Brett, who celebrated his 30th birthday during filming, was very surprised to learn that all of his songs would be sung by a 43-year-old American named Bill Shirley, especially since his own singing voice was extremely good at the time. Apparently this was because he was a baritone and they wanted a tenor.

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The story is set in 1912, although other sources state it earlier. It is clearly assumed that the King in the fantasy sequence is King Edward VII, not King George V.

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Alan Jay Lerner was very unhappy with producer Jack L. Warner's decision to shoot the entire film, including the exterior scenes, on sound stages in Hollywood.

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Unlike many film productions that do not attempt structural integrity, everything on the set for the interior and exterior of Henry Higgins's house stands together as a complete building, as if it were a real house.

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Walt Disney offered to postpone the shooting of Mary Poppins (1964) until the summer of 1964 if Dame Julie Andrews were cast as Eliza Doolittle. Andrews won the Best Actress award for Mary Poppins at the 37th Academy Awards, while Audrey Hepburn was not even nominated for this film.

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When Sir Rex Harrison had trouble performing his final song, "I've Grown Accustomed to Her Face," in an unusual way (claiming he needed the weight of the orchestra behind him to do it justice), director George Cukor let him go wherever he wanted on the large street set. Since it would be impossible to follow him with a boom microphone, he wore one of the first wireless microphones. He also shot with two cameras at once, one for the wide shot and one for the close-up, so they would have fewer problems matching the takes.

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Although Sir Rex Harrison was desperate to be cast as Professor Henry Higgins, he refused to do a screen test because he considered it beneath his dignity. He did, however, promise producer Jack L. Warner that he would not only repeat his stage performance but adapt it appropriately for the film.

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According to Nancy Olson, who was married to lyricist Alan Jay Lerner while he was writing the musical, Lerner and Frederick Loewe had the most difficulty writing the final song for Professor Henry Higgins. The two writers had built the entire concept of the musical around the idea that Henry was too intellectual a character to sing emotionally and direct, and that he should instead speak his songs on stage more as an expression of ideas. But both the composer and the lyricist knew that Henry would need a love song near the end of the story, when Eliza Doolittle leaves him. This raised an obvious problem: how to write an emotional song for an emotionless character. Lerner suffered bouts of insomnia while trying to write the lyrics. Olson claims that one night she brought him a cup of tea to calm his nerves. When she entered the study, Lerner thanked her and said: "I guess I've grown accustomed to you… I've grown accustomed to your face." According to Olson, his eyes suddenly lit up and he sat down and she watched him write the entire song in one sitting, based on the idea that although Henry cannot "love" Eliza in the traditional sense, he would certainly recognize the value she represents as a part of his life.

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Producer Jack L. Warner had seen Cleopatra (1963) and initially did not want Sir Rex Harrison to reprise the role of Professor Higgins in the film version, because he thought the actor looked incredibly old as Audrey Hepburn's love interest. Peter O'Toole was considered for the role of Professor Higgins, but his salary demands were too high. In a letter to Warner Brothers, Harrison said he only looked as old as Gaio Giulio Cesare because he had played an epileptic patient at the end of his life, and after sending some of his own publicity photos, minus the wig, he was finally cast.

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At the beginning of the film, when Eliza Doolittle wants to see what Professor Henry Higgins has written about her, he shows her his notebook, which she cannot read. The notation in the notebook is "Visible Speech," a phonetic notation invented by Alexander Melville Bell (the father of Alexander Graham Bell) and expanded and used extensively by Henry Sweet, a real-life phonetician who was apparently the basis for the character of Professor Henry Higgins.

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