Outraged and frustrated by Higgins, Eliza leaves the Professor's house on Wimpole Street. She tries to return to Covent Garden but no-one recognizes her and, with no place else to go, she flees to the security of Higgins' mother's house. Mrs. Higgins agrees with Eliza that her son is inconsiderate, and then leaves Eliza to confront him when Higgins makes his entrance.

Eliza conveys her newly found strength to Higgins in "I Can Do Without You" and then tells him to leave - she doesn't need him. Realizing that this breakthrough means the success of making a "lady," Higgins howls with joy, and once again congratulates himself. At Eliza's insistence, Higgins finally leaves. However, on the way home, he realizes how much he will miss Eliza, "I've Grown Accustomed to Her Face."

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