Intermission:

At the Embassy Ball hosted by the Ambassador (Alan Napier) and Lady Ambassador, an announcer presents couples from various countries as they arrive at the top of the stairs. One of Higgins' best pupils who has become a Hungarian language specialist/professional, Zoltan Karpathy (Theodore Bikel) introduces himself to Higgins, and boasts that he can spot any imposters ("an imposterologist"):

I'm your pupil, your first, your greatest, your best pupil...I made your name famous throughout Europe. You teach me phonetics, you cannot forget me...The Queen of Transylvania is here this evening. I'm indispensable to her at these official international parties. I speak thirty-two languages. I know everyone in Europe. No imposter can escape my detection.

The Lady Ambassador (Lillian Kemble-Cooper) is noticeably impressed by Eliza, calling her "an enchanting young lady," but Pickering and Higgins fear that she will be exposed by Karpathy. During her fanfare entrance, even the Queen of Transylvania pauses transfixed in front of the transformed flower girl and remarks as she holds Eliza's chin: "Charming, quite charming." Prince Gregor (Henry Daniell) of Transylvania is also captivated and escorts Eliza to the dignitaries' dias, where the Queen's son, the Prince of Transylvania requests a dance. Other dance partners include Higgins and Karpathy himself, who is so impressed with Eliza's magnificent performance that he spreads whispers throughout the audience about her identity (asserting that she is a Hungarian princess).

Later that evening, after successfully passing off Eliza as a princess and gloating over their "immense achievement," "a total triumph," and "a lot of tomfoolery," Pickering and Higgins congratulate each other in front of Higgins' servants. But they completely ignore Eliza's role in their strategy. Together, they ecstatically sing: "You Did It, You Did It."

Tonight old man you did it, you did it, you did it.
You said that you would do it and indeed you did.
I thought that you would rue it, I doubted you'd do it
But now I must admit it that succeed you did...

With clever rhyming, Higgins denounces Zoltan Karpathy as "a blaggard who uses the science of speech more to blackmail and swindle than teach. He made it the devilish business of his to find out who this Miss Doolittle is. Every time we looked around there he was that hairy hound from Budapest. Never leaving us alone, never have I ever known a ruder pest..." After dancing with Eliza, "he announced to the hostess that she was - a fraud!...Her English is too good, he said, that clearly indicates that she is foreign, whereas others are instructed in their native language, English people are-n't. And although she may have studied with an expert dialectitian and grammarian, I can tell that she was born - Hungarian! Not only Hungarian, but of royal blood. (He points toward Eliza) She is a princess. Her blood, he said, is bluer than the Danube is or ever was. Royalty is absolutely written on her face."

Karpathy has deduced that Eliza could not be English because she spoke the native language too well - she is a royal blood Hungarian princess. After their flurry of self-congratulatory pronouncements for their "glorious victory," Eliza is left alone, tragically hurt and angered by their indifference toward her. Feeling like she is expendable, Eliza is weeping when Higgins re-appears. She quickly turns furious:

Higgins: (asking himself) What the devil have I done with my slippers?
Eliza: Here are your slippers! (She flings them at him) There! and there! Take your slippers and may you never have a day's luck with them.
Higgins: (astounded) What on earth? What's the matter? Is anything wrong?
Eliza: No, nothing wrong with you. I won your bet for you, haven't I? That's enough for you. I don't matter, I suppose.
Higgins: You won my bet! You presumptuous insect! I won it. What did you throw those slippers at me for?
Eliza: Because I wanted to smash your face. I could kill you, you selfish brute. Why didn't you leave me where you picked me out of in the gutter? You thank God it's all over, now you can throw me back again there, do you?

In total emotional despair and wishing she were dead, Eliza cries out regarding her fate: "What's to become of me?" and compares herself to the worth of his slippers. Now that she has been well-bred for appearing in high society, but not assured of her place in that world, she has also become distant from her world among the gutter-dwellers:

Eliza: What am I fit for? What have you left me fit for? Where am I to go? What am I to do and what's to become of me?
Higgins: Oh, that's what's worrying you, is it? Oh, I wouldn't worry about that if I were you. I'm sure you won't have any difficulty in settling yourself somewhere or other. I hadn't quite realized you were going away. You might marry, you know. You see, Eliza, all men are not confirmed old bachelors like me and the Colonel. Most men are the marrying sort - poor devils! Anyway, you're not bad-looking. You're really quite a pleasure to look at sometimes. Well, not now, of course, when you've been crying, you look like the very devil. But I mean, when you're all right and quite yourself, you're what I would call attractive...I daresay my mother might find some fellow or other who'd do very well.
Eliza: We were above that at Covent Garden.
Higgins: What do you mean?
Eliza: I sold flowers. I didn't sell myself. Now you've made a lady of me, I'm not fit to sell anything else.

When she divests herself of her "hired" jewelry, resolutely admits to being "a common ignorant girl" with differences between them so great that "there can't be any feelings between the likes of you and the likes of me," Higgins loses his temper over her demands: "You have wounded me to the heart...damn you, and damn my own folly for having ravished my hard-earned knowledge and the treasure of my regard and intimacy on a heartless guttersnipe."

Still idolizing Eliza, an omni-present, Freddy ardently reprises: "On the Street Where You Live" in the middle of the night when a frustrated Eliza leaves the Higgins' house on Wimpole Street with her small piece of luggage. He has been writing "sheets and sheets" of words of his praiseworthy devotion to her. Her first response is one of frustration: "Words! Words! Words! I'm so sick of words!" She then sings: "Show Me" with a newfound demand - the need to be shown demonstrative love instead of sappy words. In this song, she expresses her true independence as a woman:

...Don't talk of stars, burning above. If you're in love, show me!
Tell me no dreams filled with desire. If you're on fire, show me!
Here we are together in the middle of the night!
Don't talk of spring! Just hold me tight!
Anyone who's ever been in love will tell you that this is no time for a chat!
Haven't your lips longed for my touch? Don't say how much, show me! Show me!
Don't talk of love lasting through time. Make me no undying vow. Show me now!

After taking a taxi ride to return her to Covent Garden (which is closing up after a day of flower-selling), Eliza finds that no one at the flower cart or along the vegetable stalls recognizes her. Forlorn and with nowhere to go, she encounters her tuxedo-dressed, yet "miserable" father - who has also 'ruined' his own opportunistic lot as a result of Higgins' intercession - "that Wimpole Street devil." He explains scornfully how he has inherited millions when Wallingford died and provided for him in his will:

Ruined me, that's all. Tied me up and delivered me in the hands of middle-class morality. And don't you defend him. Was it him or was it not him, who wrote to an old American blighter, named Wallingford, who was giving five millions to found Moral Reform societies, to tell him the most original moralist in England was Mr. Alfred P. Doolittle, a common dustman?...You may call it a joke. It's put the lid on me, proper. The old bloke died and left me four thousand pounds a year in his blommin' will. Who asked him to make a gentleman out of me? I was happy. I was free. I touched pretty nigh everyone for money when I wanted it, same as I touched him. Now, I'm tied neck and heels, and everybody touches me. A year ago, I hadn't a relation in the world except one or two who wouldn't speak to me. Now, I've fifty, and not a decent week's wages amongst the lot of 'em. Oh, I have to live for others now, not for myself. Middle-class morality.

Entrapped by the middle class, he must become "respectable" by marrying Eliza's "stepmother." It's "the deepest cut of all" that he must make an honest woman out of his 'mistress.' And he cannot give back the money because he doesn't have the "nerve" or courage to do so, admitting: "We're all intimidated, that's what we are. Intimidated. Bought up." In only a few hours, he will lose his freedom at the church: "There's drinks and girls all over London and I gotta track 'em down in just a few more hours." In the waning hours of his last free morning, he drunkenly sings in the pub: "Get Me To The Church on Time":

I'm getting married in the morning, Ding dong the bells are gonna chime
Kick up a rumpus, but don't lose the compass
And get me to the church - Get him to the church
For Gawd's sake get me to the church on time.

The next morning, Higgins is distressed that Eliza has "bolted" after throwing his slippers at him, even though he "never gave her the slightest provocation." Baffled by her disappearance, he asks: "What could've depressed her? What could've possessed her? I cannot understand the wretch at all...Women are irrational, that's all there is to that! Their heads are full of cotton, hay, and rags! They're nothing but exasperating, irritating, vacillating, calculating, agitating, maddening and infuriating hags." Higgins sings-talks: "Why Can't A Woman" - wondering why women can't have the same "honest, so thoroughly square, eternally noble, historically fair...so pleasant, so easy to please...so friendly, good-natured and kind...so decent" qualities that a man has:

Why can't a woman be more like a man? Men are so decent, such regular chaps.
Ready to help you through any mishaps. Ready to buck you up whenever you are glum.
Why can't a woman be a chum? Why is thinking something women never do?
I mean, why is logic never even tried? Straightening up their hair is all they ever do.
Why don't they straighten up the mess that's inside? Why can't a woman behave like a man?
If I was a woman who'd been to a ball, been hailed as a princess by one and by all.
Would I start weeping like a bathtub overflowing? And carry on as if my home were in a tree?
Would I run off and never tell me where I'm going? Why can't a woman be like me?

In the meantime, Eliza has fled to the security of the home of Higgins' mother where she receives understanding and sympathy: "Do you mean to say that after you'd done this wonderful thing for them without making a single mistake, they just sat there and never said a word to you, never petted you, or admired you, or told you how splendid you'd been?" When Henry storms in, his matriarchal mother berates him for his insensitive behavior toward Eliza:

Mrs. Higgins: And if you don't promise to behave yourself, I must ask you to leave.
Higgins: What, do you mean to say that I'm to put on my Sunday manners for this thing that I created out of the squashed cabbage leaves of Covent Garden?
Mrs. Higgins: That's precisely what I mean.
Higgins: Then I'll see her damned first.
Mrs. Higgins: (to Eliza) However did you learn good manners with my son around?

Now a true lady and refusing to be treated as an inferior, Eliza has perceptively seen why she should expect inconsiderate treatment from her "cold, unfeeling, selfish" teacher: "The difference between a lady and a flower girl is not how she behaves, but how she is treated. I shall always be a flower girl to Professor Higgins because he always treats me as a flower girl, and always will." (By way of contrast, Pickering treated her with consideration, kindness and concern. The lessons learned from Pickering's example were more valuable.)

She confronts him with his subservient, hateful attitude toward her: "You want me back only to pick up your slippers and put up with your tempers and fetch and carry for you." He defends his imperious attitude: "The question is not whether I treat you rudely but whether you've ever heard me treat anyone else better." His manner is like a "motorbus - all bounce and go and no consideration for anybody." Eliza expresses her new-found strength and independence even though he wants to take her back: "But I can get along without you. Don't you think I can't." And she had wanted his kindness, friendship, and respect:

I want a little kindness. I know I'm a common ignorant girl, and you're a book-learned gentleman, but I'm not dirt under your feet. What I done, what I did, was not for the taxis and the dresses, but because we were pleasant together. And I come to, came to care for you, not to want you to make love to me, and not forgetting the difference between us, but more friendly-like...Don't be too sure that you have me under your feet to be trampled on and talked down.

She surprises him with her decision to marry Freddy, having had enough of his bullying and big talk. In a song "Without You," she claims that Higgins is no longer necessary in her independent life:

There'll be spring every year without you. England still will be here without you.
There'll be fruit on the tree. And a shore by the sea. There'll be crumpets and tea without you.
Art and music will thrive without you. Somehow Keats will survive without you.
And there still will be rain on that plain down in Spain, even that will remain without you.
I can do without you. You, dear friend, who talk so well,
You can go to Hartford, Hereford and Hampshire. They can still rule with land without you.
Windsor Castle will stand without you. And without much ado we can all muddle through without you.

Suddenly proud of himself for creating a "magnificent" and intelligent woman, he responds: "Now you're a tower of strength, a consort battleship. I like you this way," yet is taken aback when she counters: "Goodbye, Professor Higgins. You shall not be seeing me again." Resolved that he must be strong enough to let her go, he muses: "Very well, let her go. I can do without her. I can do without anyone. I have my own soul, my own spark of divine fire!" But walking on his way home, Henry swears four times: "Damn, damn, damn, damn," and begrudgingly acknowledges his love for her presence in "I've Grown Accustomed to Her Face":

I've grown accustomed to her face (spoken, not sung). She almost makes the day begin.
I've grown accustomed to the tune that she whistles night and noon.
Her smiles, her frowns, her ups, her downs are second nature to me now.
Like breathing out and breathing in. I was serenely independent and content before we met.
Surely I could always be that way again - and yet
I've grown accustomed to her looks, accustomed to her voice, accustomed to her face.

As he leans on the gate outside his home, he muses: "Marry Freddy. What an infantile idea. What a heartless, little brainless thing to do. But she'll regret it, she'll regret it. It's doomed before they even take the vow!" He sings about imagining her as Mrs. Freddy Eynsford-Hill in a "wretched little flat above a store" - poor and with bill collectors hounding her. And if she attempted to teach elocution, she'd fail and end up selling flowers like she used to, "while her husband has his breakfast in bed." She'll only become "prematurely gray" after being abandoned - and he is amused: "Poor Eliza, how simply frightful! How humiliating, how delightful!" He dreams that she'll return to him, but he vengefully fantasizes (as Eliza did earlier in "Just You Wait") about throwing her out even though he's a "most forgiving man":

How poignant it'll be on that inevitable night when she hammers on my door in tears and rags
Miserable and lonely, repentant and contrite. Will I take her in or hurl her to the wolves?
Give her kindness or the treatment she deserves? Will I take her back or throw the baggage out?...
But, I shall never take her back, if she were crawling on her knees.
Let her promise to atone, let her shiver, let her moan
I'll slam the door and let the hellcat freeze!

But then he reconsiders his threats, and remembers the things he has grown "accustomed to":

But I'm so used to hear her say, 'Good morning' every day.
Her joys, her woes, her highs, her lows, are second nature to me now.
Like breathing out and breathing in. I'm very grateful she's a woman and so easy to forget.
Rather like a habit one can always break - and yet
I've grown accustomed to the trace, of something in the air, accustomed to her face.

Once in his home, he returns to the laboratory where he gave speech lessons to Eliza. He turns on the phonograph and in a melancholy pose, he listens to a recording he made when Eliza first came to his home to request elocution lessons. As Eliza walks up behind him while he reminisces, and he hears himself accept the challenge to re-make her into a lady: "It's almost irresistible. She's so deliciously low. So horribly dirty. I'll take it! I'll make a duchess of this draggle-tailed guttersnipe," she turns the phonograph off and speaks to him to fill in her line of dialogue in her unwashed Cockney accent. Slowly, he realizes that she has followed him back home and returned. But without learning the lesson that he may have lost her, he returns to his accustomed, unreformed, selfish, and chauvinistic ways:

Eliza: I washed my face and hands before I come, I did.
Higgins: Eliza? Where the devil are my slippers?

[Note: The ending is from the film adaptation (Pygmalion (1938)) (although the line was slightly reversed in the earlier film: "Where the devil are my slippers, Eliza?") rather than from Irish playwright George Bernard Shaw's original 1912 play, titled Pygmalion: A Romance in Five Acts. In Shaw's original play, it appeared that Eliza left to marry Freddy, her vacuous admirer. In the 1914 version of the stage play premiering in New York, Shaw's ending was modified to supposedly be more appealing by having Eliza return to Higgins' home. (To clarify what his intentions were, Shaw added an additional prose ending to the play to leave no doubt that Eliza did indeed marry Freddy.) In the two films, whether Eliza was returning on her own terms or not was left up to question, especially in light of Higgins' final line toward his liberated, rags-to-riches made-over subject.]