My Fair Lady is a story of transformation. Henry Higgins changes Eliza Doolittle by transforming her into a “lady,” and she changes him by transforming him into a feeling human being. The musical itself is a transformation of George Bernard Shaw’s 1913 play, Pygmalion, and the 1938 film version, of the same title, starring Leslie Howard and Wendy Hiller. 

All these versions, in turn, are transformations from mythology. Ovid’s narrative poem “Metamorphoses,” one of the most lasting influences on dramatic literature, gives us the touchstone Pygmalion, a sculptor. In A.S. Kline’s translation, Ovid recounts: “Offended by the failings that nature gave the female heart, [Pygmalion] lived as a bachelor, without a wife or partner for his bed. But, with wonderful skill, he carved a figure, brilliantly, out of snow-white ivory, no mortal woman, and fell in love with his own creation.” The creation’s name was Galatea.

With Lerner and Loewe’s My Fair Lady, the signature transformation was turning Shaw’s version of the myth into a piece of musical theater. First, however, Shaw’s own emotional resistance had to be conquered, a project even more daunting than coaxing Higgins out of his self-absorption. After composer Oscar Straus had turned Shaw’s Arms and the Man into an operetta, in 1908, Shaw was unbudgeable about having his plays turned into musical pieces. “Nothing,” he told Theresa Helburn of the Theatre Guild, “will ever induce me to allow any other play of mine to be degraded into an operetta or set to any music except its own.” 

Shaw batted away attempts involving Pygmalion more perhaps than those of any other of his plays. In 1921, he told The Merry Widow composer Franz Lehar that the idea was “quite out of the question.” Shaw was being not merely “Pyg”-headed: the play was his steadiest source of income and he thought, mistakenly it eventually turned out, that a musical version would supplant rather than enhance his earnings.

Movement of a sort eventually occurred. The colorful Romanian-born film producer Gabriel Pascal pried movie rights from Shaw in 1935, leading to the 1938 Pygmalion, as well as the subsequent film versions of Major Barbara, with Hiller and Rex Harrison, and Caesar and Cleopatra, with Claude Rains and Vivien Leigh. Permission involving music, however, had to wait until after Shaw’s death, in 1950. Pascal then persuaded the Shaw estate’s trustee to allow a musical version of Pygmalion.

But gaining legal agreement didn’t automatically mean gaining cooperation from suitable adaptors. By the time Pascal approached Lerner and Loewe, in March 1952, the producer had already been turned down by Rodgers and Hammerstein, Cole Porter, Noel Coward, Frank Loesser, and Dietz and Schwartz. Hammerstein told Lerner flatly: “It can’t be done. Dick and I worked on it for over a year and gave it up.” (Pascal died in 1954.)

Why Pygmalion defied musical reworking seemed obvious to people then. As Steven Bach writes in Dazzler, his biography of Moss Hart, who directed My Fair Lady on Broadway, “Pygmalion had no surreys with fringe on top, no carnivals, clambakes, or choruses of sailors. It wasn’t even a love story.” It was almost all talk about language and social class.” But the movie version, written by Shaw himself, does have the elements we now associate with My Fair Lady: Eliza’s Cockney milieu, Higgins teaching methods, the Embassy Ball, the return to Higgins’ study at the end – not to mention “the rain in Spain.” These were the things, Lerner and Loewe came to realize, that WERE adaptable to musical set pieces. As the men were to prove gloriously when My Fair Lady premiered in 1956, Pygmalion’s power of transformation had hardly been exhausted.

Brendan Lemon is the editor of