Instead of the more, nowadays, well-known musical brought-to-film starring Audrey Hepburn and Rex Harrison (which I grew up on and loved), this fan-fiction is based on the 1938 British film, "Pygmalion", drawn from the play of the same name, which "My Fair Lady" is also based on. I discovered this brilliant gem a couple of years ago.

I highly recommend everyone watch it, I actually love it a little more than "My Fair Lady", and it has made me a die-hard Leslie Howard fan. Whereas Audrey and Rex's performances are broader, Leslie Howard and Wendy Hiller are so deliciously subtle (not that there isn't the broad comedy as well), it's so very British and it makes you watch them really hard because their faces betray their character's true feelings right before their mouths protest to the opposite.

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The fabric of Henry Higgins' tweed slacks slapped against his legs as they ate up the sidewalk on his way back to Wimpole street from his mother's.

How dare she, how dare she! That ungrateful little guttersnipe! How dare she say she would marry that brainless boy, that lounge lizard-

Henry's thoughts tumbled about, as confused as his feelings. The only feeling he could put a label on for certain, right now, was anger. But, in true English professorial fashion his outward features only showed mild perturbation: a furrowed brow, hands shoved in trouser pockets, the perennial pipe clenched tightly between his teeth. His brooding gaze did not see the mass of humanity milling about him, instead his mind's eye replayed the events of the last hour like a motion-picture: what was said, how it was said, what could have been said instead . . .

Not that he had said anything wrong. She was the one being unreasonable, as always.

Henry was on his doorstep sooner than he expected, he fumbled with his keys, dropping them once. Once in Henry stormed across the foyer to his study, his sanctuary; the one place where he felt the most in control; where he could think clearly, surrounded by the all influences and results of his life's work.

Except, of course, one was now missing.

He pushed open the double oak doors so hard they rebounded slightly off the walls. He put his hands on his hips and surveyed the room, anxious to purge all traces of Eliza from his world. His irritation rose as he found that being in the study did not soothe as he hoped but instead further inflamed his anger. Eliza's absence had even taken away the comfort of his familiar spaces because she had become inexorably a part of them and now they were lacking without her.

Henry's eyes fell on a loose record left by the Victrola. It was the last of the many recording sessions of Eliza's lessons. He stalked forward and after grabbing it, he brought it down hard against the side of the phonograph, snapping it in loud cracking sound the brittle shellac made as it broke startled him out of his fury. Before Eliza waltzed into his life Henry Higgins could have counted on one hand the moments when his temper got the better of him. Now he had lost count.

From of the corner of his eye Henry saw the box of chocolates resting at an angle on a mountain of nearby disordered papers. He snatched it up, determined to eat his feelings. As he did so his elbow bumped against the phonograph switch, setting the turntable spinning and the needle down. He plopped down in his swivel chair and began mindlessly rooting through the chocolate paper wrappers, looking for the milk chocolate.

Eliza's voice suddenly fell on his ears and Higgin's head snapped up in surprise. For split second he thought . . . But, no he recognized her old cockney and the conversation . . . his first recording. "Ow, I ain't dirty, I washed my face and 'ands before I come I did, and I'm willing to pay . . . "

Henry's heart twisted in anguish, the feeling of loss so intense and the conviction of his wrongs against Eliza, he nearly choked. His hand darted out and quickly shut off the phonograph, not able to bear a second more.

Henry was startled by the pricking sensation of moisture at the corners of his eyes, he blinked the tears away and covered his eyes with his free hand, resting his arm on the desk and leaning into his palm. The enormity of what he had lost settled heavily on his shoulders, causing them to droop.

"I washed my face and hand before I came . . . I did."

The sweet, quiet voice did not come from the Victrola, but from behind . . .

Electricity seemed to run up the back of Henry's spine as he sat straight up and quickly twisted in his chair to look at her.

Eliza had prepared herself for a smug grin, maybe even a content but triumphant smile but in his surprise Henry let all his feelings show. Eliza maintained a languid, confident smile on the outside, but her breath stuttered in surprise.

Shock, immense relief, joy, and loveliest of all, wonder- they all ran over Higgins' face in quick succession. She even thought she detected a glimmer of desire, but it was soon stifled as he lifted his chin. With deliberate casualness he turned in his swivel chair so his back was to her.

"Where the devil are my slippers, Eliza?"

Eliza tamped down the initial stab of disappointment, immediately reminding herself of his expression just moments ago. In that too brief unguarded moment she had seen his heart at last. She was not going to let him hide behind that facade of disinterested superiority any longer!

How did she not realize sooner that a man who appreciated Keats, Milton, and Shakespeare could not be as cold and unsentimental as he protested to be?

Eliza grabbed the back of his chair and swiveled it back around so he faced her.

Higgin's chin was tucked down in self-consciousness and his eyes slowly traveled up her figure to meet hers. His gaze was held desire but also uncharacteristic uncertainty; he was about to step into unknown territory and he was looking to her for guidance. Eliza's heart twisted with love and compassion.

Eliza lifted the fedora from his head and laid it on the desk. Then she did something she had wanted to do since she had first walked into the Wimpole street house: she reached out and lightly stroked his blonde hair. Henry stiffened slightly but did not move, nor did he break eye contact. Eliza, feeling a little braver now, let her fingers comb through his hair, tucking a loose waved tendril back into the main sweep of it.

As Eliza's fingers passed over Higgins' ear his eyes slowly shut and his own hand closed over the one ministering to his hair. He turned his head and pressed a kiss into her palm, which no amount of lotions would ever make as petal soft as her gentle-born counterparts, but that did not matter; it was her.

"Eliza," he murmured.

"Yes, Henry?"

Higgins' eyes flew open and looked up at her again with surprise. His surprise was not just caused by the intimacy of her calling him "Henry", but the simple fact of how deeply her use of his Christian name affected him. It was just another desire in a long list of desires being fulfilled one after the other, none of which he had known to exist in his heart until now.

Higgins might be the most learned man of his profession, but in the matter of love he untaught. He could not recall ever being deeply attached to anyone other than his mother and even that relationship was touch-and-go at the best of times.

As for Eliza, her recent past had made for an excellent school concerning the ways of human nature, including love, making her the comparative expert of the two. She gently sat on his lap. Henry's arms immediately wound about her waist and his lips met hers.

"You understand," he said after the parted for air, "I must marry you now."

Eliza smiled. "Yes, Henry."

Henry Higgins smiled back and drew her back to him for another kiss.