1964's My Fair Lady offered a musical retelling of George Bernard Shaw's Pygmalion. Although this film suffered from some of the flaws I feel are inherent to musicals, I found it surprisingly enjoyable.

The story takes the old ugly duckling formula and turns it into a musical. Eliza Doolittle (Audrey Hepburn) is a lower-class girl who sells flowers on the street for money. Elitist, misogynistic phonetics expert Henry Higgins (Rex Harrison) encounters her as she plies her wares and decides to take a challenge from cohort Colonel Pickering (Wilfrid Hyde-White): to use Higgins' theories of how dialect and accents establish our places in life and make it possible for Eliza to pass for a "lady" in a few weeks.

As the time passes, Higgins works his magic and inevitably, Eliza starts to turn into a swan. This leads to some personal complications, of course, and mild friction and discomfort ensue that eventually lead to a fairly happy conclusion. It's not exactly a revolutionary plot but it still works well.

Virtually without exception, my least favorite parts of Lady involved the musical numbers themselves. Although some of the tunes were fairly catchy - I still have parts of "Show Me" running through my head – these segments really tended to bog down the story. As was the case with Oliver!, Lady includes an excessive number of production pieces, many of which last an exceedingly long amount of time. Actually, this tendency wasn't as bad in Lady as it was in Oliver!, which contained song and dance bits that just went on forever. The numbers in Lady are long but not that absurdly so.

Still, the movie could have used some judicious tightening. Too many of the songs exist just for the sake of plopping a tune into the show. For example, toward the end of the film we hear "Get Me To the Church On Time". This tune spotlights a very secondary character in the person of Eliza's father Alfred (Stanley Holloway) and it very nearly brings the whole affair to a screeching halt. As the romantic entanglements of the leads progress, the film suddenly brakes so we can spend a fair amount of time with a big production number starring a supporting character; this is very odd, and it in no way furthers the plot.

Frankly, if you lose the songs, the 173-minute running time of Lady would probably drop to about an hour. With better editing - and the omission of the less useful numbers - the movie should have run about two hours. That length would better suit the material, as the current incarnation simply goes on for far too long.

However, very long musicals seemed in vogue in the Sixties, a period during which an amazing four of the ten Best Picture winners were from that genre, and the shortest of the four - West Side Story - still filled more than two and a half hours. At least the songs of Lady were the most pleasant of those four films; I didn't particularly like any of the tunes, but they passed by innocuously, which is the best I can expect.

As for the remainder of the film, I found that Lady provided a nicely charming and entertaining mix of comedy and light romance. I was surprised just how underemphasized the romantic aspects were; although the pairing that will end the movie seems fairly inevitable, it's handled in an extremely gentle way that appeared quite refreshing. Some of the comedy seemed especially strong. I'm rarely amused by material in this sort of piece - the gags always appear forced and bland - but some of the bits in Lady were pretty good. For example, the scene in which Eliza "debuts" at the horse races is terrific; although she has the mannerisms of a proper lady, she retains her streetwise notions in the topics she discusses and the way she forms her sentences. It's great fun to watch Hepburn's mannered and awkward attempt to fit in with this group as she truly displays the letter of Higgins' teaching but not the spirit.

Really it seems to be the excellent cast that makes Lady work. Hepburn's casting as Eliza was controversial; she was picked over Julie Andrews, who played the part on Broadway, despite Harrison's endorsement of Andrews. (Julie rebounded nicely through her part in the same year's Mary Poppins, for which she won Best Actress in what must have been a rather politically-oriented competition.) Would Andrews have been better? Perhaps - at least she would have done her own singing, whereas Hepburn had to be dubbed by Marni Nixon, who also did Natalie Wood's vocals in West Side Story. However, I think Hepburn does quite a good job in the role.

Some have also objected to Hepburn's casting because they feel she doesn't look common and unappealing enough during the early parts of the film. I disagree, as I was rather surprised to note how drab and grimy they were able to make the lovely Hepburn look; to my eyes, at least, the Eliza of the film's first 30 minutes or so in no ways resembles the beautiful creature she would become. Hepburn also doesn't offer the greatest Cockney accent, though it sounded good to me, possibly because I'm fresh off Dick Van Dyke's atrocious attempt at one in Mary Poppins.

On the positive side, I felt Hepburn's beauty was an asset simply because she "cleans up" better than Andrews; while Julie was attractive, she never looked really gorgeous, and I think the impact of Eliza's improvements is greater through Hepburn. I also think Hepburn adds a surprising toughness and grit to the role that I can't imagine from a prim and proper type like Andrews. Granted, I couldn't imagine Hepburn doing this well either, so I shouldn't judge, but now that I've seen the movie, I can't think of anyone in the part but Audrey; perhaps this is because I don't care about the songs, which are the parts that would most benefit from the presence of Andrews, but I thought Hepburn did very well in the part.

Also terrific - and less controversial - is Harrison, who creates a very gruff and snobby Higgins. Harrison adds just the right dash of arrogance and elitist charm to the part; his egotism and aloofness make him believable in a tough role, and somehow he manages to provide enough charm to keep us from hating him. He can't sing to save his life - which is probably why he's dead - but his odd speak-singing works well enough to move along the story. Besides, I don't care about the musical numbers anyway, and since Harrison does nicely in the straight dramatic portions, he makes the part work.

While I can't say that I love My Fair Lady, I was very surprised at how much I like it. My negative feelings toward musicals run deep, so for me to really enjoy one seems pretty remarkable. The songs are many but fairly painless, and the parts that lack tunes are fun and charming, with the end result a winner.

My Fair Lady appears in an aspect ratio of approximately 2.35:1 on this single-sided, double-layered DVD; the widescreen image has been enhanced for 16X9 televisions. The 1998 DVD offered a pretty solid picture, but this one seemed even better.

Sharpness seems consistently accurate and detailed. Almost no instances of softness cropped up during the flick. Instead, the film looked nicely clear and crisp. I saw no issues connected to jagged edges or moiré effects, and the transfer appeared essentially free of edge enhancement. Print flaws seemed minor, especially for such an old film. I noticed some white speckles and occasional blotches and nicks, but nothing extreme or frequent; for the most part, the film seemed quite clean.

Lady enjoyed a wide range of lush and dynamic hues, and these came across tremendously well. The colors consistently looked vibrant and lively. Of particular note were the various female costumes, which often presented gorgeous tones and looked absolutely spectacular. The colors really leapt off the screen during this film. Black levels also appeared deep and rich; check out the “Ascot Gavotte” sequence to marvel at the tightness and vivacity of the black and white costumes. Shadow detail also looked appropriately heavy but not excessively opaque. In the end, this was an excellent transfer that suited the source material very well.

Also solid was the film's Dolby Digital 5.1 soundtrack. The soundfield seemed forward-oriented but was very active. Not surprisingly, most of the action revolved around the music, which was well produced here. The songs displayed strong stereo separation and also blended nicely to the surrounds, although the rears mainly provided light reinforcement of the score. A little split-surround material did appear, though; for example, “Ascot Gavotte” featured involving movement of the horses as they went from the right rear to the front to the left rear.

Effects and quite a lot of dialogue also spread to the side speakers and sometimes panned between channels as well. The placement of the speech seemed questionable at times. It could end up in a "neverland" between speakers that was somewhat distracting. However, this problem seemed minor, and my overall impression of the audio was that it seemed nicely broad.

The quality was a little erratic but generally positive. As was typical for programs of the era, dialogue showed the most problems. For the most part, speech sounded clear and intelligible - discounting the severe accents we heard, as they should seem hard to understand - but the lines sometimes displayed harsh or tinny qualities, and a few appeared a little distorted. Effects were largely clean and fairly realistic; some bits actually featured a little bass as well. The music itself - easily the most important aspect of this mix - was nicely crisp and bright, and both score and songs also displayed some adequate low end. The music showed some signs of age, as it lacked the dynamic range we'd expect of a more recent recording, but it seemed very good nonetheless, as did this mix as a whole. Some hiss appeared at times, but this didn’t notably interfere with the generally positive soundtrack of Lady.

How did the picture and audio of the 2-DVD Lady compare with those of the prior disc? Both seemed similar for the most part, though the new set’s image improved upon the original slightly. This one looked a little tighter and more dynamic. Both DVDs seemed to present identical audio.

This new two-disc version of My Fair Lady expands upon the supplements found on the original DVD. Some of these appear both places. When that occurs, I’ll add an asterisk.

Most materials show up on DVD Two, but the first disc includes an *audio commentary from art director Gene Allen, singer Marni Nixon, and the restoration team of Robert A. Harris and James C. Katz. The three men were recorded together, while Nixon's comments were taped separately and then edited in amongst the rest of the track.

Although most of the remarks cover the technical aspects of making the film, it still provides a nice general look at the movie as a whole. Clearly Harris and Katz are very knowledgeable about Lady. They toss in some good information of their own and also nicely prod Allen for his recollections. I had some fears for this piece based on the fairly dry commentary for Vertigo, which also features Harris and Katz, but this one works well. Nixon's parts contribute some excellent data about her side of things, especially in regard to the controversies. We definitely hear a lot about the problems of the restoration, but the whole piece flows nicely and gives us a fine look at the movie.

Next we move to DVD Two and its abundance of extras. First we find a 1994 documentary called More Loverly Than Ever: My Fair Lady Through the Ages. Hosted by actor Jeremy Brett, this 57-minute and 45-second program looks at the movie’s history and its restoration. It mixes film clips, archival materials, and interviews. We get notes from Gene Allen, James C. Katz, Robert A. Harris, Marni Nixon, Mirabella magazine founder Grace Mirabella, composer Andrew Lloyd Webber, actor Stanley Holloway’s son Julian, Martin Scorsese, Variety senior columnist Army Archerd, Alan Jay Lerner’s former wife Nancy Olson-Livingston, assistant film editor John Burnett, digital artist Kevin Lingesfelder, re-recording mixer Bob Litt, Julie Andrews, actor Theo Bikel, critic Rex Reed, costume designer Bob Mackie, restoration assistant editor Mike Hyatt, and former head of Warner Bros. production Rudy Fehr.

The program quickly covers the film’s promotion and reception, the history of the story and of the project. After the first 10 minutes, we start to hear about the restoration. The rest of the program cuts between background information about the movie and notes about restoring the flick. Olson-Livingston’s remarks about how Lerner came up with some of the songs seem particularly interesting. It’s intriguing to hear Andrews relate her reactions to not getting the part in the movie and her opinion about whether this helped her get her Oscar for Mary Poppins. A few other controversies receive attention, which came as a moderate surprise; the program seems notably less puffy than I expected. “Lovely” covers a lot of territory in a reasonably efficient manner. It doesn’t create a thorough and excellent documentary, but it goes through a lot of subject in decent detail and comes across as pretty solid.

One oddity about “Loverly”: most of the film clips come in a pan and scan fullscreen ratio. They also consistently look terrible. Given the program’s emphasis on the restoration, it seems weird that the actual movie snippets present marred and unattractive visuals. We don’t see any of the restored footage until the end. Maybe this happened to accentuate the improvements, but even after we see the results, the program quickly goes back to the fullscreen junk.

Seven components show up in the domain called “The Production”. 1963 Production Kickoff Dinner presents footage of that event. The 23-minute and 15-second piece starts with silent shots of the banquet itself and then offers short promotional interviews with Audrey Hepburn and Rex Harrison and producer Jack L. Warner. It concludes with a mix of more images from the dinner, some with sound this time. The chats seem surprisingly hard-hitting, at least for the circumstances and the era. The interviewer asks about problems in Hollywood and pushes his theories pretty heavily; he even tells Harrison people regard him as difficult! Some of the dinner footage itself isn’t very useful due to the lack of audio, but the interviews present some interesting material.

Next we find audio of George Cukor as he directs Baroness Bina Rothschild. In this 156-second snippet, we watch photos from the set and hear Rothschild endlessly repeat variations on the line “she’s quite the loveliest young lady at the ball!” I may die if I ever hear that line again, but this piece does offer an insightful glimpse of the directing process.

One cool addition to the DVD presents two of the film's songs with *Audrey Hepburn's original vocals intact. We hear "Wouldn't It Be Loverly?" and "Show Me" with Audrey's voice instead of Marni Nixon's. I was honestly surprised to find something like this, since it has the potential to seem cruel. However, Hepburn didn't humiliate herself with her singing. Although she hits a fair number of flat notes and clearly wasn't a strong enough vocalist to carry the film, her performances aren't bad; they're simply mediocre, which isn't good enough for a big-budget production like this.

In the Show Me Galleries, we get four collections of images. These include “Sketches” (nine frames), “Black and White Production Stills” (68), “Color Production Stills” (52), and “Documents and Publicity” (39). These provide some decent materials but don’t seem particularly compelling.

The next area mixes Posters and Lobby Cards with a Rex Harrison radio interview. Through this 60-second piece, we hear Harrison provide puffy comments about his experiences while we look at promotional images. These bits are good for archival reasons but not tremendously fascinating otherwise, and the images lose some value due to the videotape time readings in the top part of the screen; these obstruct our view of the promotional materials.

The DVD includes a nine and a half minute featurette called *The Fairest Fair Lady. This program comes from the period of the film's theatrical release and it completely focuses on behind the scenes details. The coverage seems sketchy since the piece is so short, and it mostly admires the big quality of the production; for example, we learn that in this tremendously-complex undertaking, they had one woman whose sole job was to make sure that everyone wore their gloves! The focus remains strictly promotional, but since the presentation differs from the glorified trailer approach of modern featurettes, this one's somewhat fun.

Finally, “The Production” finishes with LA Premiere Footage. This four-minute and 50-second newsreel describes the event in breathless terms as we see various notables arrive. It’s another moderately interesting piece of historical material.

Inside “The Awards”, three elements appear. Rex Harrison’s Golden Globe Acceptance Speech runs 40 seconds. Apparently Harrison couldn’t make it to the ceremony, so it shows a filmed chat. Nothing special here except for the unedited editing. At the 37th Academy Awards, we see Jack L. Warner’s acceptance speech for the Best Picture prize, or at least parts of it; the clip runs 24 seconds and seems to lack part of his time at the podium. Lastly, Awards simply offers a text screen that lists some of the accolades accorded Lady.

Within The Comments we find separate interviews with Martin Scorsese (79 seconds) and Andrew Lloyd Webber (65 seconds). Scorsese discusses the need for film preservation and his work in that realm; he never specifically gets into Lady, and his comments seem fairly bland and generic. Webber talks about his work with Lady lyricist Alan Jay Lerner on The Phantom of the Opera; this never happened because Lerner took ill. This subject seems more intriguing, but Webber doesn’t tell us anything very interesting.

Finally, *The Trailers of Lerner and Loewe includes promos for four films. We get both the original and 1994 re-release ads for Lady plus clips for Brigadoon, Camelot, and Gigi.

I find myself in the extremely unusual position of recommending a musical. Although it has a number of flaws, enough of My Fair Lady seems delightful and endearing for it to be worth watching. The DVD itself offers very good picture and sound, and it features pretty solid set of extras as well. Fans of the genre will be most happy with a purchase of this winner, and others should at least give it a rental, as it provides a very charming and entertaining experience.