Two Fair Ladies: Julie Andrews, Audrey Hepburn, and MY FAIR LADY


On March 15, 1956, the musical My Fair Lady opened on Broadway. An adaptation of George Bernard Shaw’s Pygmalion, the musical featured a book, lyrics, and music from the legendary duo Alan Jay Lerner and Frederick Loewe.  

A massive hit, the show garnered a strong Tony Awards showing. Yet, when a movie adaptation came along in 1964, only one of the lead performers made it to the cast. This is the story of Andrews, the original production, and how Audrey Hepburn replaced her as Eliza Doolittle for My Fair Lady

Julie Andrews

1947: A young Julie Andrews works on her music theory skills in her childhood home.

Born in Surrey, England in 1935, Julie Andrews grew up stifled by World War II and an abusive stepfather. As she details in her 2008 autobiography Home: A Memoir of My Early Years, both profoundly impacted her. Her stepfather was an alcoholic who, on multiple occasions, attempted to assault her. Paired with constant wartime air raid drills, she came of age under duress.

Nonetheless, Andrews persevered, motivated in large part by her considerable, raw, musical talent. She honed that natural gift in a vaudeville act with her mother and stepfather before making her solo debut in 1947 as part of the “Starlight Roof” revue in London. At only 12, she made a splash. Reviewers dubbed her “the prodigy in pigtails” and she was off to the races. 

Andrews’ aptitude and reputation quickly resulted in a string of bookings and opportunities. Unfortunately, this also categorized her as the main breadwinner for her family. Yet, as the possibilities grew in rigor and prestige, she was able to function primarily on her own. This culminated in her 1956 Broadway debut as a part of the already popular musical “The Boy Friend.”

Her casting was a result of the rave reviews of her performance in the title role of “Cinderella” at the London Palladium. Once New York audiences got a whiff of Andrews, critics and casual fans fell in love. That same year, Andrews joined the original Broadway production of My Fair Lady.

Original Broadway Run

1956: Julie Andrews on stage as Eliza Doolittle in the original Broadway production of ‘MY FAIR LADY’

Shaw’s Pygmalion debuted in Vienna in 1913, and had already spawned a 1938 film adaptation of the same name. Therefore, it was a recognizable and lauded text before Lerner and Loewe got their hands on it. Yet, a musical version of the tale was a whole new affair. The producers looked to couch the production in recognizable talent. Andrews was the current talk of the town, so she made perfect sense as irascible flower girl Eliza.

Joining her was Rex Harrison as Dr. Henry Higgins, the crabby man-child convinced he can turn Eliza into “a lady.” By 1956, Harrison was a renowned movie star, so he brought the desired fame to the cast. Flanked by soon-to-be legends Stanley Holloway and Cathleen Nesbitt, the show was primed for success.

A success it was, earning six Tony Awards, and launching the original cast recording album to massive sales. It also resulted in a transplanted run to London’s West End in 1958. Andrews and Harrison reprised their roles, marking a triumphant homecoming for the former. Writing of Andrews’ performance for The Guardian, Gerard Fay observed:

“…when she throws off the thin disguise of the flower girl and becomes ‘Miss’ Doolittle, [she] had this quality of affecting the tear ducts in the tougher side of the first-night audience…”

1962: Julie Andrews and Carol Burnett rehearse for their CBS Special ‘JULIE AND CAROL AT CARNEGIE HALL’

Once again, Andrews’ ravishing abilities led to a leveling up in her career. After departing the London cast in 1959, she become a regular on American television programs such as The Ed Sullivan Show and co-headlined the CBS Special Julie and Carol at Carnegie Hall with Carol Burnett. It seemed nothing could slow her down. 

Exit Andrews, Enter Hepburn

As remains the case to this day, a hit on Broadway will likely spawn a Hollywood adaptation. Therefore, it only made sense that in 1962 Warner Bros. began the process of bringing My Fair Lady to the big screen. The seed had reportedly been planted when studio boss Jack L. Warner saw the Broadway premiere and immediately set about securing the rights. Regardless of the exact timeline, pre-production was underway.

Harrison remained a movie star and so Warner made sure he would reprise his role as Higgins. However, when it came to Andrews, Warner balked. The studio head wanted someone to match or surpass Harrison’s wattage. That someone was Audrey Hepburn. Reflecting in his 1965 book My First Hundred Years in Hollywood, Warner wrote that:

“…even with all her charm and ability, Julie Andrews was just a Broadway name…”

1964: Audrey Hepburn as Eliza Doolittle in a still from the movie adaptation of ‘MY FAIR LADY’

Already a four-time Oscar nominee and one-time winner for Roman Holiday, Hepburn was a proper movie star. Warner went on to note that Hepburn “had never made a financial flop,” and he wanted My Fair Lady to be a mammoth hit. In the same book, Warner writes that he chose her because:

“…in Clinton, Iowa and Anchorage, Alaska, and thousands of other cities and towns in our 50 states and abroad you can say Audrey Hepburn, and people instantly know you’re talking about a beautiful and talented star…”

His decision was not met with universal approval. Lerner and Loewe expressed their disappointment at their star of two productions losing out on the Hollywood break, and Andrews herself has written about her unhappiness at missing out. Nonetheless, due to the professionalism of all involved, production kicked off and My Fair Lady was released to acclaim. 

A Tale of Two Hits

At the same time she lost out on My Fair Lady, Walt Disney approached Andrews about starring in his upcoming adaptation of P.L Travers Mary Poppins. While Andrews turned him down at first due to her pregnancy, Disney reportedly countered with “We’ll wait for you.” Indeed the studio did, and Andrews accepted the role.

1964: Julie Andrews stars as Mary Poppins in a still from Disney’s ‘MARY POPPINS’

With Andrews set to star in Mary Poppins and Hepburn starting on My Fair Lady, both women were hard at work on roles that would come to define them, even if they had no way of knowing it at the time. Both of these films were released to critical acclaim as well as tremendous financial success. Yet, Andrews’ performance as Poppins, well, popped in a special way. Variety praised Andrews, writing that:

“…her first appearance on the [big] screen is a signal triumph and she performs as easily as she sings, displaying a fresh type of beauty nicely adaptable to the color cameras…”

The 1965 Oscars

Come awards season, both films scored a slew of nominations. Mary Poppins tallied 13, while My Fair Lady ran just behind with 12. Harrison received a nomination for Best Actor and Hepburn went unrewarded. Andrews secured a Best Actress nod for her first movie role. All of this, of course, caused controversy and:

“…triggering protests from Warner and [director George] Cukor…”

Nonetheless, come Oscar night, Andrews walked away with a statuette, beating out a truly legendary group of nominees that included Debbie Reynolds and Sophia Loren. In turn, Harrison overcame the likes of Peter O’Toole and Anthony Quinn to win his award. The wrinkle in that particular moment came when Hepburn walked on stage to read the nominees and deliver the award. 

Watching the clip of Harrison’s announcement and subsequent speech, there is a clear cutaway to Andrews as Harrison and Hepburn embrace on stage. Harrison delivers a thoughtful speech, within it a line that gives this essay its title. After shouting out Cukor, he looks to Hepburn and says:

“…and deep love, to, well, two fair ladies I think…”

Paired with a somewhat nervous laugh from Hepburn and a cut to a beaming Andrews, it is an Academy Awards moment rife with subtext and a graceful recognition from a trio of legends to the industry hubbub that brought them all to a truly eventful night. 


Julie Andrews and Audrey Hepburn are legendary actresses with remarkable careers both within and outside Hollywood. Nevertheless, the My Fair Lady story persists as a crossroads, particularly in Andrews’ case.

My Fair Lady notches as a moment of continued excellence in Hepburn’s screen career which began properly in 1953. For Andrews, Mary Poppins is arguably as iconic a role as she ever took on, comparable only to Maria in The Sound of Music a year later in terms of sheer renown.

How different would Hollywood history look if Warner had embraced Andrews instead of Hepburn? Would it be rather the same? Is this one of those sliding doors moments to ponder but never get back?

It is of course impossible to say, but one thing remains uncontested. 1964 was a banner year for movie musicals in large part to our two beloved fair ladies, Julie Andrews and Audrey Hepburn.

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