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Here's the type of story you don't hear in modern day Hollywood: Legend has it that after Rex Harrison became synonymous with the role of Henry Higgins in the stage production of My Fair Lady, Warner Bros. didn't want him for the film version. They preferred Cary Grant. But when Grant was approached, he boldly told Warner Bros. he would never do another film for the studio unless Harrison was hired. Harrison got the part.

Now, here's the type of story you do hear in modern day Hollywood. Equally synonymous with her stage role in My Fair Lady was Julie Andrews as Cockney flower girl Eliza Doolittle. However, Andrews was little-known at the time and the studio preferred marketable uber-waif Audrey Hepburn. Hepburn had no compunction about taking over the role, and she accepted the part. When the 1964 Oscar nominations were announced, Hepburn didn't even receive a nod for her performance. However, Andrews was nominated for, and eventually won, a Best Actress Oscar for her role as Mary Poppins.

Of course, Hepburn's Oscar slight notwithstanding, My Fair Lady did not want for nominations. It received twelve and won eight, including Best Picture, Best Actor (Harrison), Best Director (George Cukor) and Best Score (Andre Previn).

With its pink colorations and lighter-than-air milieu, watching My Fair Lady is like eating cotton candy. Of course, it's also like eating cotton candy for 173 minutes. But despite its occasional butt-shifting length, the film holds up on the strength of the ever-so-huggable Hepburn (although she's really too pretty for the part) and the quality of the lyrics, which are surprisingly devoid of excess sentimentality.

Look at her, a prisoner of the gutters
Condemned by every syllable she utters
By right she should be taken out and hung,
For the cold-blooded murder of the English tongue...

Eliza is a Cockney flower vendor who meets Professor Higgins, a self-proclaimed speech scientist ("Anyone can spot an Irishman or a Yorkshireman by his brogue" Higgins says. "But I can place a man within six miles."). Seeing the end of the English language embodied in this "bilious pigeon", he bets his friend Col. Pickering (Wilfrid Hyde-White) that in six months he can transform Eliza into a proper Englishwoman. So with game afoot, the lessons (and the songs, including I Could Have Danced All Night and The Rain in Spain) begin.

For modern audiences unfamiliar with My Fair Lady, it can be likened to Sophia Coppola's Lost in Translation. Both are about a man and a woman who, 98% of the time, would be between the sheets by the second reel. However, in My Fair Lady, there is no nudity and no sex. By the end, love remains unrequited, with just a hint of what may be or what might have been. It's also a sumptuous production. The set design is magnificent and fully realized. Every character, big and small is wardrobed within an inch of his or her life. My Fair Lady is a feast for the eyes and the ears. Fans of musicals may prefer the gaudy, look-at-me excess of Moulin Rouge or the gritty, Leonard Bernstein-propelled West Side Story. But My Fair Lady is a film about class, with class.

Video: How Does The Disc Look?

For My Fair Lady's second DVD go-around, Warner Video is once again using the 1994 restored print, which fans of the laserdisc will recognize. That print was rescued by master 70mm restoration artists Robert Harris and James Katz, who worked similar magic on Lawrence of Arabia. However, the video for this new, new DVD version of My Fair Lady seems better than the previous disc. Whether it's an increase in bit rate or TLC, the results are thrilling. The 2.35:1 anamorphic picture is big, bold and colorful, with a fun Technicolor feel. Pinks and pastels are prominent and all look splendid with no noise and only the rarest instance of smearing. Colors are saturated to the point of dripping off the screen. Blacks are solid with good contrast, while shadow detail was occasionally heavy. Mostly shot on a soundstage, the whole affair is very smooth with a natural, film-like feel. The picture can be soft with jaggy edge and occasional edge enhancement, but such minor deficiencies are not enough to affect the overall quality of the transfer. This is an outstanding effort, made astonishing when you consider the condition of the original print.

Audio: How Does The Disc Sound?

The film's original six-track sound has been made into a terrific Dolby Digital 5.1 that will also sound familiar to fans of previous DVD incarnations of the My Fair Lady. The biggest challenge is the transition from dialogue to musical number. Since Hepburn's singing voice was replaced by Marni Nixon, the lip-synching has to be right on. And for the most part, it is. This may actually be a compliment, but the audio is so clear, it's fairly obvious when someone is being dubbed. Voices can sound almost pinched and not that expansive. The music sounds great, with smooth, forceful orchestrations that don't tear or get unduly thin. The soundstage is wide and enveloping, as the sides and surrounds carry ambient street noise and bits of musical flourish. The low-end is not really a factor here, but you won't miss it.

The DVD also includes a French mono soundtrack, plus subtitles in English, French and Spanish and English Closed Captions.

Supplements: What Goodies Are There?

Warner Video really backed up the truck on this one. Nearly every piece of My Fair Lady esoterica is accounted for on this two-disc set. And frankly, 95% of it is terrifically entertaining.

The only supplement on Disc 1 is an audio commentary from art director Gene Allen, singer Marni Nixon and noted film restoration artists Robert Harris and James Katz. Much of the conversation (and this is a 173-minute movie, folks) revolves around the difficulties inherent in restoring any motion picture. Harris and Katz talk of the need to see and hold any original piece of clothing or set design, which helps them better recreate the object in all lighting conditions. Allen and Nixon are a little more dishy, but still fairly enjoyable. The only complaint is that occasionally, the musical numbers were too loud, making the audio commentary harder to hear.

The big extra on the second disc is More Loverly Than Ever, a 60-minute documentary produced in 1994. Andrew Lloyd Webber, Martin Scorsese and scads of others are interviewed. It goes from the origins of the original story, which took modern root in Bernard Shaw's Pygmalion, published in 1913. In 1938, the 82-year old Shaw won an Oscar for the filmed version of his celebrated novel. In the 50s, Rogers and Hammerstein tried to make a musical play out of Pygmalion, but surprisingly failed. Learner and Loewe gave it a go and the result was My Fair Lady. This enjoyable and comprehensive doc also touches upon the horrible condition of the original negative and how the film was saved from the dustbin of celluloid history. Optical flaws are specifically discussed and the audience learns how those flaws were removed. There's a truckload of vintage footage and stills in this full-frame presentation.

The Production is a collection of fun extras that chronicle the actual shooting of the picture. 1963 Production Kickoff Dinner is an account of the banquet celebrating the start of filming. The footage begins with an audio-only clip of Hepburn, Harrison and studio head Jack Warner. There are plenty of paparazzi and, lucky for us, one cameraman. After the banquet, we see some generic journalist interviewing Hepburn. The journo asks her some ridiculous question about budgetary considerations when shooting in Europe versus the U.S., a query not appropriate for a hired actress. Seeing Hepburn squirm out of answering that one is good times in front of the TV. The same journalist also interviews Harrison, claiming that during the shooting of Cleopatra, the distinguished actor was labeled a "difficult star." This too-eager reporter also talks to Jack Warner. The twenty-minute clip ends with Warner introducing the cast and giving a rah-rah, commencement speech. It's all great, old school Hollywood stuff. Video is full-frame, black and white and a bit soft.

Next is an audio recording of George Cukor directing an uncredited Baroness Bina Rothschild in the ballroom scene. Over color stills of Cukor, we hear Rothschild reading her lines and the director correcting her ("Say it with a smile. Now, with more authority and speak up."). It's two and a half interesting minutes of Cukor treating an actress like a piece of meat.
Audrey Hepburn Vocals includes her voice on two songs before they were dubbed over by Marni Nixon. The songs are Wouldn't It Be Loverly and Show Me. The original scene from the movie is played, but instead of Nixon's ADR-sounding vocals, we get Hepburn's adequate stylings.

Show Me Galleries is broken up into four sections: Sketches, Black & White Production Stills, Color Production Stills and Documents and Publicity. They're pretty comprehensive, and unlike most DVD galleries, is worth a flip- through. Next is a collection of Lobby Cards. As the cards roll by we hear audio of Rex Harrison ("This is Rex Harrison straight from the set of Warner Bros., Burbank, California."). Throwing this little piece of audio over some lobby cards shows the level of detail with which Warner Video put together this DVD.

The Fairest Fair Lady is a fabulous 9 and a half-minute, vintage featurette about the project's stage to screen transition. "From Berlin to Australia, from Tokyo to Rome", My Fair Lady has made the worldwide rounds on-stage And in this sweet supplement, all aspects of the inevitable film version are touched upon. As the narrator puts it, "there would be no compromise in bringing this distinguished play to the screen." And we see much of it, with loads of awesome behind-the-scenes footage. It's informative and fun to watch. Picture is full-frame, with slightly faded colors.

L.A Premiere Footage is a five-minute, black and white accounting of the film's Hollywood debut. Some of this video can be seen in the DVD's one-hour documentary. Fans of vintage celebrity footage will drool. There's Rex Harrison signing autographs for near- fainting fans! There's Danny Thomas! There's Steve McQueen! There's Rock Hudson! This stuff is so old-school, you'll want to live in the glamorous, swingin' 60s. The Awards includes fun footage of My Fair Lady winning various accolades. The first is Rex Harrison's Golden Globe Acceptance Speech. Harrison could not attend the ceremony, because he was "working in Europe, so unfortunately grounded." Instead, he pre-taped his remarks from some non- descript room with books behind him. Video is in black and white and looks good enough. Audio is a bit thin, but who cares? Next is Jack Warner's Acceptance Speech at the 37th Annual Academy Awards. Warner, with his pencil-thin moustache, accepts the award on behalf of the "backlot, frontlot, upstairs, downstairs, everywhere." The piece is about twenty seconds, full screen and in black and white. Lovers of old Hollywood footage will enjoy all of this. Finally, The Awards section is capped off with a list of Oscars and Golden Globes the film received.

The Comments are comprised of brief interview bites with director Martin Scorsese and composer Andrew Lloyd Webber. Scorsese, who is a noted and influential advocate of film preservation, talks for about a minute about his Film Foundation. He describes this most important organization as a "bridge between the studios and the archives", as damaged films are restored to their original luster. Webber talks for a minute about his collaboration with Alan Jay Lerner on The Phantom of the Opera.

Finally, there are theatrical trailers for the Lerner and Loewe musicals Brigadoon, Camelot and Gigi, Also thrown in are the original 1964 trailer for My Fair Lady and the 1994 re-release trailer. They're trailer-ific!

DVD-ROM Exclusives: What do you get when you pop the disc in your PC?

There are no ROM extras on the disc.

Parting Thoughts