Eliza Dolittle is a flower girl in Covent Garden market who bumps into Professor Henry Higgins and Coonel Pickering, renowned experts in linguistics outside the theatre where Higgins is making notes on dialects. Higgins idly boasts to Pickering that he could pass Eliza off as "The Queen of Sheba" with a little work.

She takes him at his word and turns up on his doorstep looking to pay for lessons. Initially inclined to throw her out, Higgins is persuaded by Pickering to take on the task as a bet. The idea looks like a dreadful one when Eliza embarresses herself at her first trial at the Ascot races, but Higgins is undeterred and intends to present her at the Embassy Ball to the Queen of Transylvania. Will she be detected as a fraud?