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| Leslie Howard | Professor Henry Higgins |
| Wendy Hiller | Eliza Doolittle |
| Wilfrid Lawson | Alfred Doolittle |
| Marie Lohr | Mrs. Higgins |
| David Tree | Freddy Eynsford-Hill |
| Scott Sunderland | Colonel George Pickering |
| Jean Cadell | Mrs. Pearce |
| Everley Gregg | Mrs. Eynsford-Hill |
| Leueen MacGrath | Clara Eynsford Hill |
| Esme Percy | Count Aristid Karpathy |
| Violet Vanbrugh | Ambassadress |
| Iris Hoey | Ysabel, Social Reporter |
| Cathleen Nesbitt | Old Lady |
| Leo Genn | Prince (uncredited) |
| Anthony Quayle | Eliza's Hairdresser (uncredited) |
When linguistics professor Henry Higgins boasts that he can pass off Cockney flower girl Eliza Doolittle as a princess with only six months' training, Colonel George Pickering takes him up on the bet. Eliza moves into Higgins's home and begins her rigorous training after the professor comes to a financial agreement with her dustman father, Alfred . But the plucky young woman is not the only one undergoing a transformation.
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