Lipa and Vera had been friends since childhood. Now, having finished their boarding school, each of them faces her own path in life. Tormented by poverty, Lipa is forced to marry the old, dull, and cruel Tolokonnikov. However, she cannot bear the tyranny of the cowardly official for long. Leaving her husband, she departs from Rasteryaeva Street. Vera's life turned out differently. Fleeing with a hussar, she spent several turbulent years, but, exhausted, she returned once again to Rasteryaeva Street. And nothing had changed there.

Phonetics professor Mr. Higgins decided to prove that he could, thanks to his knowledge and teaching skills, turn Eliza - a simple street flower girl with terrifying speech and manners - into a socialite and introduce her to guests as a duchess.