The next morning, Higgins and Pickering are at Higgins' "laboratory," a huge room filled with various tools and devices for Higgins' work, including tuning forks, recording devices, and diagrams of the human vocal system. Higgins finishes showing Pickering all of his things, and Pickering marvels at Higgins' ability to hear 130 distinct vowel sounds.
Pickering is impressed with Higgins' laboratory and his dedication to his study of speech. Both characters are highly educated, though Higgins is even more accomplished than Pickering in the realm of phonetics.
Higgins' housekeeper, Mrs. Pearce, comes in and announces that a young woman is here to see Higgins. She says it is a common girl with a "dreadful" accent. Higgins tells Pickering that he will note down what the girl says and exactly what her accent is. The girl enters and Higgins recognizes her as the flower-girl from the previous night.
Mrs. Pearce identifies the flower girl as a commoner from her accent and appearance, and describes such characteristics as "dreadful". The wealthy see the ways in which the poor differ from them as being bad or shameful. Higgins is interested in her only as a subject of his academic study, not in any way as a person.
Higgins is frustrated because he has already recorded her accent, and tells her to leave. But the flower-girl says that she has come for another reason. She offers to pay for speaking lessons. Higgins is shocked and insults her. The flower-girl cries, saying she wants to learn how to "talk more genteel," so she can get a job in a nice flower shop.
The flower girl hopes that by learning to speak differently, she can change her life and identity, finding a better job and moving up the social ladder.
The flower-girl says her name is Eliza Doolittle, and offers to pay a shilling for lessons. Higgins reflects aloud that this sum of money is a sizable percentage of what she makes, comparable to a wealthy person paying many pounds. Eliza is confused and begins to cry. Higgins offers her a handkerchief and tells her not to wipe her eyes with her sleeve.
Eliza is confused and worried by Higgins' reasoning about her proposed fee, which she doesn't understand. Higgins tells her not to wipe her eyes with her sleeve, because this would be neither ladylike nor in accordance with good manners.
Amused by Eliza, Pickering offers to pay for her lessons and bets Higgins that he can't teach Eliza to speak so well that she passes as a noble at an ambassador's garden party coming up. Higgins says the offer is irresistible and calls Eliza "so deliciously low—so horribly dirty." He says he will "make a duchess of this draggle-tailed guttersnipe."
Higgins agrees to help Eliza only for his own enjoyment and study, not because he feels any compassion for her. He and Pickering plan to fool the upper class by changing only Eliza's speech and outward appearance. They don't think of whether such exterior changes might involve actually changing who Eliza really is.
Higgins tells Mrs. Pearce to wash Eliza, throw out her dirty clothes, and get new ones. Eliza protests and Mrs. Pearce tells Higgins that he cannot "walk over everybody," Higgins apologizes and says that he wants to help Eliza better her life. Mrs. Pearce tells him he can't "take a girl up like that as if you were picking up a pebble on the beach."
Higgins is so concerned with his own experiment that he doesn't stop to consider Eliza's own thoughts or feelings. His willingness to "walk over" Eliza has to do both with her lower-class status and her gender. Mrs. Pearce, who was willing to describe Eliza's accent as "dreadful" does see her as a person, and insists that as such she has a dignity and worth that Higgins must acknowledge in his treatment of her.
Higgins says that when he is done teaching her, Eliza will have countless men courting her. Eliza thinks Higgins is mad and says she won't accept any new clothes from him. Higgins calls her ungrateful, but Mrs. Pearce tells him that he is wicked. She tells Eliza to return to her parents, but she says that she has no family.
Higgins does not consider Eliza's own willingness or unwillingness to participate in his experiment. He assumes that all she could want is to have men courting her, and he sees her unwillingness to be in debt to him (by accepting clothes) as simple ungratefulness. Again, he treats her as a lesser being, not someone worthy of having pride or integrity.
Higgins says that Eliza is "no use to anybody but me," and tells Mrs. Pearce that she can treat Eliza like a daughter. Pickering asks Higgins if it has ever occurred to him that Eliza has feelings of her own. Higgins responds that she has no feelings "that we need bother about." Eliza says, "I got my feelings same as anyone else."
Since Eliza is an uneducated, lower-class woman, Higgins, unlike Pickering, thinks of her only in terms of whether she can be of use to him. But Eliza shows her dignity and strength of will by asserting that not only does she have feelings but that they are the equal of anyone else's feelings. She asserts a level of commonality and equality between people that Higgins doesn't seem to recognize. It's worth noting that Higgins is far more extreme in his views than the other wealthy characters; even so, in being more extreme he makes explicit what other rich characters in the play seem to implicitly believe.
Eliza is upset and prepares to leave, but Higgins gives her a chocolate and promises her boxes and barrels of them if she stays. He tells Eliza that when she learns to speak better, she will ride taxis all around town. He tries to tempt her with thoughts of a wealthy life, over Mrs. Pearce's protestations. Pickering objects, as well, calling Eliza "Miss Doolittle."
Higgins tries to tempt Eliza with thoughts of a wealthy, comfortable life, acting as if he can "buy" her interest with trifles like chocolate. In objecting to Higgins, Pickering calls Eliza "Miss Doolittle," a convention usually reserved for high-class ladies. It seems almost as if Higgins extreme rudeness in treating Eliza like a non-person—almost like a pet—pushes Pickering (unconsciously) to admit that Eliza is a person and in being so has a nobility by calling her by the address of a lady.
Higgins tells Eliza that she will live with him for six months, learning how to speak like a wealthy lady. He says that she will then be taken to Buckingham Palace and if the king discovers that she is not a noble lady, she will be taken to prison and executed, but if she passes as a lady she will be given money. Mrs. Pearce takes Eliza away to talk it over with her in private.
Higgins continues to order Eliza around, revealing his lack of empathy. He is excited by the prospect of fooling members of the upper class by merely changing Eliza's appearance and speech, while also displaying his own cleverness as a linguist and a teacher.
Eliza protests as she leaves, saying she hasn't asked for any of this. Once she is gone, Pickering asks Higgins if he is "a man of good character where women are concerned." Higgins says that he has only had bad experiences when he has let women become his friends and that "women upset everything."
Higgins is revealed to be somewhat of a misogynist, thinking that women ruin everything. This partially explains his rudeness toward Eliza (his general rudeness toward everyone explains the rest).
Pickering tells Higgins that if he is involved with teaching Eliza, he will feel responsible for her. Higgins assures him that he considers his student "sacred." Mrs. Pearce enters and asks Higgins to be careful of what he says in Eliza's presence. She tells him not to curse. Higgins claims he never swears, but then agrees.
Higgins claims that he cares about Eliza, though he seems only to care about her as a student, as the subject of his own academic study. Yet while he is upper-class, it is his housekeeper who must remind him of proper manners.
Mrs. Pearce asks Higgins to behave with good manners while Eliza is around—for example, not to come to breakfast in his dressing-gown and use it as a napkin. Flustered, Higgins says that he doesn't do such things habitually but agrees to be "particularly careful before the girl."
Mrs. Pearce has to remind the rude Higgins to set a good example for Eliza if she is to learn to act like a well-behaved lady. The play is constantly poking holes in the idea of the upper class and their own self-conception as naturally having good manners because they are upper class.
Mrs. Pearce leaves but returns quickly, saying that a man is at the door claiming to be Eliza's father. Higgins has her bring the man up, eager to learn about his accent. Alfred Doolittle enters and says he wants his daughter back. Higgins immediately identifies where he is from.
Whenever Higgins meets a new person, his first thought is to use the person for his own academic learning. He is easily able to identify where Doolittle is from based on his accent.
Mr. Doolittle says that he hasn't seen his daughter in two months, but learned of her whereabouts from the cab driver who brought her to Higgins' place. Higgins comments on his accent, saying his Welsh origins account for his "mendacity and dishonesty."
Higgins moves from just identifying where Doolittle is from to asserting that Doolittle's origins determine his character. Higgins believes he can change people's appearance by changing their speech, but he also believes that people can't actually change their deeper selves.
Mr. Doolittle has brought some of Eliza's things to the house. Higgins calls Mrs. Pearce and tells her that Mr. Doolittle has come to take Eliza away, even though Mr. Doolittle denies this. Mrs. Pearce says that Eliza can't leave until her new clothes arrive, since she has burned her old clothes.
Higgins rudely disregards what Mr. Doolittle actually says. The destruction of Eliza's old clothes symbolizes the loss of her old identity. As her new clothes are not ready yet, she is caught between identities, not fully transformed yet.
Mrs. Pearce leaves and Mr. Doolittle asks for five pounds in return for letting Eliza stay with Higgins. Pickering and Higgins are shocked at his willingness to sell his own daughter and think giving him money would be immoral. Mr. Doolittle says he is needy and says that "middle class morality" is "just an excuse for never giving me anything."
Higgins and Pickering are shocked by Mr. Doolittle's willingness to sell his daughter, but to Mr. Doolittle such moralizing is a luxury for those who don't have to worry about money. And Higgins has no compunction about trying to "buy" Eliza with promises of chocolate and clothes.
Higgins proposes to take Mr. Doolittle in along with Eliza and teach him to speak nobly, but Mr. Doolittle says that he wants to stay in his station in life, since regardless of one's class "it's a dog's life anyway you look at it." Higgins finally agrees to give Doolittle ten pounds, but Mr. Doolittle declines and asks only for five.
From the beginning Mr. Doolittle criticizes the Victorian social hierarchy, not only for not letting lower-class people move up the hierarchy, but also for the assumption that being upper-class is necessarily better than being lower-class.
On his way out, Mr. Doolittle runs into Eliza, who is clean and dressed in an elegant kimono. He doesn't recognize her and says, "Beg pardon, miss." Everyone is amazed at Eliza's transformation, and she says that it is easy to clean up when one has all the luxury's of a well-furnished bathroom.
Even before Eliza has really transformed, the simple change of her appearance and clothing is enough to make her at first unrecognizable to her own father.
Eliza and her father get into an argument as she says he has only come to get money from Higgins for his drinking habit. Mr. Doolittle prepares to leave. Higgins asks him to come visit Eliza regularly, as part of his fatherly duty. He agrees and leaves, but Eliza tells Higgins not to believe her father. Eliza is eager to go back to her part of the city and show off her new look to her old friends. Higgins tells her not to be snobbish toward her old friends now that she has "risen in the world."
Eliza is excited by her new appearance and wants to show off to her old friends, though Higgins tells her that this kind of snobbishness would be ill-mannered. His claim that she has "risen in the world," suggests that Eliza is undergoing a real transformation, not just putting on a costume, though it is worth noting that having "risen" is a state dependent on how others see you, not any internal changes.
Mrs. Pearce enters and tells Eliza that she has more clothes for her to try on. She leaves eagerly, saying "Ah-ow-oo-ooh!" Higgins and Pickering reflect on the difficult task ahead of them in making Eliza pass for a noble lady.
Moments after Higgins comments on how Eliza has "risen" based purely on her change in appearance, Eliza's decidedly un-classy exclamation indicates her lower-class upbringing, showing how far she has to go to transform into a noble lady.