A group of people are sheltering from the rain. Among them are the Eynsford-Hills, superficial social climbers eking out a living in "genteel poverty", consisting initially of Mrs. Eynsford-Hill and her daughter Clara. Clara's brother Freddy enters having earlier been dispatched to secure them a cab (which they can ill-afford), but being rather timid and faint-hearted he has failed to do so. As he goes off once again to find a cab, he bumps into a flower girl, Eliza. Her flowers drop into the mud of Covent Garden, the flowers she needs to survive in her poverty-stricken world. Shortly, they are joined by a gentleman, Colonel Pickering. While Eliza tries to sell flowers to the Colonel, a bystander informs her that a man is writing down everything she says. The man is Henry Higgins, a professor of phonetics. Eliza worries that Higgins is a police officer and will not calm down until Higgins introduces himself. It soon becomes apparent that he and Colonel Pickering have a shared interest in phonetics; indeed, Pickering has come from India to meet Higgins, and Higgins was planning to go to India to meet Pickering. Higgins tells Pickering that he could pass off the flower girl as a duchess merely by teaching her to speak properly. These words of bravado spark an interest in Eliza, who would love to make changes in her life and become more mannerly, even though, to her, it only means working in a flower shop. At the end of the act, Freddy returns after finding a taxi, only to find that his mother and sister have gone and left him with the cab. The streetwise Eliza takes the cab from him, using the money that Higgins tossed to her, leaving him on his own.