When linguistics professor Henry Higgins boasts that he can pass off Cockney flower girl Eliza Doolittle as a princess with only six months' training, Colonel George Pickering takes him up on the bet. Eliza moves into Higgins's home and begins her rigorous training after the professor comes to a financial agreement with her dustman father, Alfred. But the plucky young woman is not the only one undergoing a transformation.

Twelve year old 'Boefje' spends most of his time in the alleys, on rooftops and in the harbor of Rotterdam. A local clergyman takes pity on him and attempts to teach him good manners.