A shy British teacher looks back nostalgically at his long career, taking note of the people who touched his life.

When linguistics professor Henry Higgins boasts that he can pass off Cockney flower girl Eliza Doolittle as a princess with only six months' training, Colonel George Pickering 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. But the plucky young woman is not the only one undergoing a transformation.