Pygmalion (1938, UK) is the British, non-musical film version of George Bernard Shaw's 1912 screenplay and 1913 stage play, which had its British opening in 1914. It was a socio-economic drama based on the Cinderella story, but actually taken from Ovid's Greek myth of Pygmalion - about a sculptor who fell in love with Galatea, a marble-ivory statue of his own making. It was co-directed by Anthony Asquith and one of its stars, Leslie Howard. The next Shaw play to be adapted for the big screen was director Gabriel Pasqual's Major Barbara (1941, UK).

The Broadway musical remake that was inspired from this film, Lerner and Loewe's 1956 stage production, also led to the famous film musical My Fair Lady (1964), which would walk away with eight Oscars (out of twelve), including Best Picture.

This film garnered four Academy Award nominations (with one win), including Best Picture, Best Actor (Leslie Howard), and Best Actress (Wendy Hiller). Its sole award was for Best Screenplay.

A bullying and smug bachelor, Professor Henry Higgins (Leslie Howard) of phonetics and linguistics made a bet with his friend, language scholar Colonel George Pickering (Scott Sunderland) that he could turn an impetuous Cockney 'guttersnipe' flower girl from London's Convent Garden, Eliza Doolittle (Wendy Hiller in her second screen appearance) into a lady (duchess) within six months.

To do so, Higgins must transform her thick-accented voice, by coaching her to speak proper English with elocution lessons, teaching her manners, and drilling her so that she will be educated.

• "We were above that in Convent Garden...I sold flowers. I didn't sell myself. Now you've made a lady of me; I'm not fit to sell anything else."
• "I'm a good girl, I am."

She went through the rigorous training reluctantly, especially after being scrubbed in the bathtub, forced to dress in clean clothes, and incessantly drilled in both etiquette and speaking.

At a tea party, in her first public testing, she blurted out, "Not bloody likely" and scandalized the attendees. However, she made a spectacular debut at the Ambassador's reception, proving him right when she was mistaken as a princess, rather than as a guttersnipe.

In the process of teaching her, Higgins fell in love with her, although she was also attracted by upper class gentleman Freddy Eynsford-Hill (David Tree).

After the bet was resolved between Pickering and Higgins, Eliza was treated with disregard and cold indifference by Higgins, and found that she couldn't just return to her old way of life. She abandoned him (after throwing his slippers at him in frustration) and left to be taken in by her eager suitor Freddy

In the happy conclusion, when Higgins was in his house playing a recording of Eliza's voice from months earlier, Eliza surprisingly returned to him (he had immensely missed her) for a hopeful reunion, although he was still imperious and demanded:

"Where the devil are my slippers, Eliza?"