After an evening at the opera, the members of high society begin spilling out onto the streets of London, mingling with the commoners. Professor Higgins hears Eliza, the flower girl, speaking and begins to take notes. Eliza finds this behavior suspicious and immediately assumes that she is in some sort of trouble. She protests that she was doing nothing wrong and the Professor keeps taking notes. He finally explains himself and his interest in linguistics by singing "Why Can't the English Learn to Speak."

This song attracts Colonel Pickering who, as it turns out, has come from India to meet Professor Higgins, a leader in the field of linguistics. The Professor and the Colonel begin talking about their shared interest in speech and unknowingly plant the seed that will grow into Eliza's desire ("Wouldn't It Be Lovely?") to be a lady.

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