When linguistics professor Henry Higgins (Leslie Howard) boasts that he can pass off Cockney flower girl Eliza Doolittle (Wendy Hiller) as a princess with only six months' training, Colonel George Pickering (Scott Sunderland) takes him up on the bet. Eliza moves into Higgins's home and begins her rigorous training after the professor comes to a financial agreement with her dustman father, Alfred (Wilfrid Lawson). But the plucky young woman is not the only one undergoing a transformation.