Mrs. Higgins is in her drawing room when her parlormaid announces that Higgins and Pickering are downstairs. They are both distraught and are telephoning the police because Eliza has disappeared. Mrs. Higgins instructs the parlormaid to inform Eliza that Higgins and Pickering are there, but she does not immediately reveal to them that Eliza is in her house—though she does express irritation at their involving the police. As they are speaking, Alfred Doolittle is announced. The parlormaid assumes he must be a gentleman, since he is fashionably and expensively dressed in a morning coat and silk hat. He immediately reproaches Higgins, claiming that he is responsible for all this finery.

As a joke, Higgins had told an American millionaire who spent vast sums on founding societies for moral reform that Doolittle was “the most original moralist at present in England.” The millionaire apparently took this seriously and provided Doolittle with an income of three thousand pounds a year to deliver lectures to his Moral Reform World League. Higgins thinks this is tremendously amusing and a great stroke of luck for Doolittle, but the dustman is not happy with his newfound wealth and respectability, finding it onerous compared with his former carefree life.

When Doolittle has spent some time complaining about the woes of prosperity, Mrs. Higgins reveals that Eliza is in the house. She scolds Higgins for his treatment of Eliza, telling him that he ought at the very least to have praised her for accomplishing a very difficult task. She then says that Eliza will not want to return to Wimpole Street, particularly as her father is now a wealthy man who will be able to keep her in the style to which she has become accustomed. However, she will meet Higgins on friendly terms, an assumption of equality which infuriates him.

Eliza enters. Her manner is cold and formal, further angering Higgins, who complains that he taught her “this game” and that she should not presume to try it on him. She addresses herself principally to Colonel Pickering, recalling that he was always kind and courteous to her, teaching her by example how ladies and gentlemen ought to behave, which she could never have learned from Higgins. She concludes,

I shall always be a flower girl to Professor Higgins, because he always treats me as a flower girl, and always will; but I know I can be a lady to you, because you always treat me as a lady, and always will.

Now that Doolittle has risen in society, he is going to marry Eliza’s stepmother, and he invites Colonel Pickering and Mrs. Higgins to the wedding. They exit, leaving Higgins and Eliza alone. Higgins asks her, hesitantly, obliquely, and brusquely, to return to Wimpole Street, stipulating that he will not treat her any differently and that, in any case, his manners are “exactly the same as Colonel Pickering’s.” He asserts that if Pickering treats a flower girl like a duchess, he treats a duchess like a flower girl—an attitude which Eliza says resembles her father’s.

Eliza complains that Higgins takes her for granted. She does not mind his rudeness, but she will not be ignored. Higgins grudgingly admits to caring for Eliza, saying, “I have grown accustomed to your voice and appearance. I like them, rather.” He even offers to adopt Eliza as his daughter and settle money on her; alternatively, he suggests that she might marry Colonel Pickering. To this, she fiercely replies that she would never marry Higgins (who has not asked her), though he is closer to her age than the Colonel. She states...