<P> The film stars Audrey Hepburn and Rex Harrison as Eliza Doolittle and Henry Higgins respectively, with Stanley Holloway, Gladys Cooper and Wilfrid Hyde - White in supporting roles . A critical and commercial success, it won eight Academy Awards, including Best Picture, Best Actor, and Best Director . In 1998, the American Film Institute named it the 91st greatest American film of all time . </P> <P> In Edwardian London, Professor Henry Higgins (Rex Harrison), a scholar of phonetics, believes that the accent and tone of one's voice determines a person's prospects in society . In Covent Garden one evening, he boasts to a new acquaintance, Colonel Hugh Pickering (Wilfrid Hyde - White), himself an expert in phonetics, that he could teach any person to speak in a way that he could pass them off as a duke or duchess at an embassy ball . Higgins selects as an example a young flower seller, Eliza Doolittle (Audrey Hepburn), who has a strong Cockney accent . Eliza's ambition is to work in a flower shop, but her thick accent makes her unsuitable . Having come from India to meet Higgins, Pickering is invited to stay with the professor . The following morning, Eliza shows up at Higgins' home, seeking lessons . Pickering is intrigued and offers to cover all expenses, should the experiment be successful . </P> <P> Eliza's father, Alfred P. Doolittle (Stanley Holloway), a dustman, shows up three days later, ostensibly to protect his daughter's virtue, but in reality simply to extract some money from Higgins, and is bought off with £ 5 . Higgins is impressed by the man's honesty, his natural gift for language, and especially his brazen lack of morals . Higgins recommends Alfred to a wealthy American who is interested in morality . Eliza goes through many forms of speech training, such as speaking with marbles in her mouth, enduring Higgins' harsh approach to teaching and his treatment of her personally . She makes little progress, but just as she, Higgins, and Pickering are about to give up, Eliza finally "gets it"; she instantly begins to speak with an impeccable upper class accent . </P> <P> As a test, Higgins takes her to Ascot Racecourse, where she makes a good impression initially, only to shock everyone by a sudden lapse into vulgar Cockney while cheering on a horse . Higgins, who dislikes the pretentiousness of the upper class, partly conceals a grin behind his hand . He next has Eliza pose as a mysterious lady at an embassy ball where she dances with a foreign prince . At the ball is Zoltan Karpathy (Theodore Bikel), a Hungarian phonetics expert trained by Higgins . After a brief conversation with Eliza, he certifies that she is not only Hungarian, but of royal blood, declaring her to be a Princess . </P>

Who played mr doolittle in my fair lady