Pygmalion (1938)

A phonologist (Leslie Howard, who also co-directed the film) makes a bet with an acquaintance (Scott Sunderland) that he can pass off a Cockney flower girl (Wendy Hiller) as a genteel lady in a matter of months by teaching her to speak properly. What he doesn't count on is the attachment that will form between them during the ensuing months. George Bernard Shaw's play is perhaps better known (and unfairly so) as the source material of the musical MY FAIR LADY. This film version directed by Anthony Asquith and Howard remains the definitive version with a screenplay by Shaw himself (for which he won an Oscar). Howard has never been more charming or as lively on screen and the lovely Hiller makes for a delightful Eliza! I'd been underwhelmed by her "transformation" from guttersnipe to butterfly in past viewings but I've come around. She may not make you gasp (like Audrey Hepburn did in MY FAIR LADY) but it's a more believable and natural transformation. The story itself, based loosely on the Greek myth of Pygmalion and Galatea, is irresistible which is why variations of it (like PRETTY WOMAN) continue to proliferate to this day. Arthur Honegger provided the underscore. With Wilfrid Lawson, Marie Lohr, David Tree, Jean Cadell, Anthony Quayle and Cathleen Nesbitt, who would play Henry Higgins' mother in the original MY FAIR LADY.