The Popcorn Champs The Popcorn Champs looks back at the highest grossing movie in America from every year since 1960. In tracing the evolution of blockbuster cinema, maybe we can answer a question Hollywood has been asking itself for more than a century: What do people want to see?


For whatever reason, the America of 1964 was hungry for long, expansive, not-terribly-romantic musicals about tough, resourceful, charming London women. There had to be subplots about grease-covered working-class Cockney blokes with big charm and bigger accents. And these musicals had to puncture the self-righteousness of the moneyed upper classes, and show middle-aged rich folks finding new life thanks to the aforementioned tough, resourceful, charming London women. Also, these musicals had to be set somewhere around 1910. If you managed to make a movie that checked all of those boxes, you had a license to print money.



The two biggest successes at the domestic 1964 box office were My Fair Lady and Mary Poppins, two strikingly similar films with deeply intertwined backstories. (There are a few lists out there that actually cite Mary Poppins as the top money-maker of the year; nobody kept great public records at the time.) My Fair Lady was based on the Broadway musical that turned 19-year-old Julie Andrews into a theater star. And when producer Jack Warner declined to cast Andrews in the My Fair Lady adaptation, Mary Poppins was the picture that turned her into a movie star. They’re the Armageddon and Deep Impact of social-caste-jumping London period-piece musicals, and it’s hard to imagine one existing without the other.

The two movies don’t just share settings and themes and possible lead actresses. They also share a colorful lightness, a bubbly and pleasant personality. Up until now, every movie that’s been covered in this column—even a musical like West Side Story—has loudly trumpeted its own importance. My Fair Lady and Mary Poppins don’t do that. They’re both flashy, elaborate productions, and they’re both well over two hours long. But they’re also stories that depend entirely on the charisma and chemistry of their stars—and on the general welcoming cleverness of their musical numbers. Maybe Americans, still reeling from the Kennedy assassination, needed movies like these, lighthearted fare that swept them away to another place and another time. And 1964 was also the year that the Beatles arrived and that the British Invasion started, so maybe the two very British stories coasted on the Anglophilia in the air as well.

Of the two movies, My Fair Lady had the head start. Mary Poppins adapted a series of children’s books from early in the century, so there was probably some name recognition there. But My Fair Lady had been a hit musical on Broadway, and so it was fresh in the cultural memory. Alan Jay Lerner and Frederick Loewe had spent years making a musical out of George Bernard Shaw’s 1913 play Pygmalion, a story about a pompous phonetics professor passing off a working-class flower-seller as a lady of noble birth, falling in love with her in the process. Shaw habitually denied requests to adapt his plays into musicals, but he died in 1950, and Lerner and Loewe got their shot shortly afterwards. Their stage version of My Fair Lady was an immediate smash. In its time, it was the longest-running Broadway play ever. There was a London West End version, too, and a pair of cast-recording soundtrack albums. And when Jack Warner decided that he wanted to make it into a movie, he paid $5 million for the rights, an unheard-of sum at the time.


Warner was a film titan, one of the four men who’d founded Warner Bros. in 1923. He almost never bothered to produce films himself, but with My Fair Lady, he threw himself into the process. Originally, Warner wanted big-name movie stars to play all the big roles in My Fair Lady. He first targeted Cary Grant to play Henry Higgins, the professor who attempts to transform Eliza Doolittle, and James Cagney to play Alfie Doolittle, Eliza’s father. Both turned him down. Eventually, Warner ended up casting the play’s original Broadway stars, Rex Harrison and Stanley Holloway, in those two spots. But he put his foot down when it came to Eliza Doolittle. Julie Andrews just wasn’t famous enough to headline a movie. It had to be Audrey Hepburn. (Warner was also ready to make an offer to Elizabeth Taylor if Hepburn declined.)

This decision had consequences. For one thing, Audrey Hepburn wasn’t a trained singer. She’d sung in one previous musical, 1957’s Funny Face, but the Eliza Doolittle role was a tricky one. Anyone playing that role wouldn’t just have to nail the role’s hearty Cockney and effete upper-class accents. She’s also have to sing in both accents. Julie Andrews could do that. Most actresses couldn’t. And though Hepburn wanted to sing in the movie, Warner eventually decided to have her lip-sync to vocals from Marni Nixon, the same woman who’d ghost-sung for Natalie Wood in West Side Story. Hepburn was furious about this, and once it became public knowledge that she’d lip-synced almost all her songs in the movie, she faced a minor backlash.

My Fair Lady turned out to be an Oscars juggernaut. It won eight awards that year, including Best Picture, Director, and Actor. But Hepburn wasn’t nominated for Best Actress even though she’s the movie’s entire driving force. Instead, Julie Andrews won that year, for Mary Poppins. Andrews also won a Golden Globe for Mary Poppins, and when she accepted it, she thanked Jack Warner, “a man who made a wonderful movie, and who made all this possible in the first place.” That’s old-Hollywood cold.

Julie Andrews should’ve been in My Fair Lady. That much seems pretty clear. Afterward, Jack Warner insisted that he’d made the right decision, that he needed a star of Audrey Hepburn’s caliber to convince people to see the movie. But Warner didn’t need to wait for history to prove him wrong. It happened pretty much immediately. (Mary Poppins actually opened a couple of months before My Fair Lady, so Warner got to learn about it before his movie even came out.) Andrews wouldn’t have needed a ghost-singer, and she would’ve probably been more convincing as a working-class London girl in the movie’s early scenes. Still, it’s tough to complain about Audrey Hepburn being in anything.


Hepburn remains the best reason to watch My Fair Lady in 2019. She was a singular Hollywood star, someone who was clearly born to have cameras pointed at her. When Eliza Doolittle first becomes a fake aristocrat, Hepburn suddenly becomes so graceful and otherworldly that she looks like a special effect. But she also gives off this beautiful knowingness. Whenever she engages in the absurd rituals of high society, she seems to be sharing a private joke with herself. When Higgins is thoughtlessly shitty with her, she collapses into sheer heartbreak, and she sells that, too. The movie never really offers much indication of why Eliza should fall in love with a dipshit like Higgins. But Hepburn sells it just by radiating sheer rapture.

But it’s not just Hepburn. My Fair Lady is a show. Harrison and Holloway seem to relish getting the chance to play these characters that they’ve come to know so well. (Harrison liked the Henry Higgins character so much that he kept playing Higgins onstage, in My Fair Lady revivals, into the early ’80s.) And a lot of what’s great about the movies clearly comes from the play. Watching it now, it’s amazing to think how closely related theater and film were back then. Director George Cukor shot the entire movie in Los Angeles, and the scenes have the same ecstatic artificial quality as a really good stage setpiece.

And a lot of the movie’s greatness comes from those songs. Like West Side Story, it’s one of those musicals where you probably know half the songs even if you’ve never seen it. And those songs are lively and catchy and well-considered. The characters seem like themselves even when they start singing. And lyrically, they can sting. Alan Jay Lerner had bars. When we first meet him, for instance, Henry Higgins is crowing about how Eliza Doolittle “should be taken out and hung, for the cold-blooded murder of the English tongue.”


But My Fair Lady works as a movie, too. Cukor had already been an upper-echelon studio-system craftsman; his credits included Manhattan Melodrama, The Philadelphia Story, Gaslight, and the second of the four A Star Is Borns. (He’d also been the original director of Gone With The Wind, but he’d been fired from that one mid-production.) And Cukor figured out how to make My Fair Lady move as cinema. A scene like the racetrack party, where everyone wears severe black-and-white and speaks in blank monotone, looks a whole lot like a synthpop video from 20 years later.

And while there’s plenty of lip-syncing in My Fair Lady—something that was common practice in studio musicals—it’s also the first major musical to feature any real live singing. Rex Harrison, after all, wasn’t a singer; onstage and in film, he sort of spoke rhythmically enough to get by. But he couldn’t lip-sync his own pre-recorded vocals, since he always delivered those lyrics differently. So the My Fair Lady sound engineers had to figure out how to rig Harrison up with a wireless microphone. They won an Oscar for their troubles.

And then there are the politics. While My Fair Lady doesn’t announce its politics the same way that something like Spartacus might, it’s still a political movie. After all, My Fair Lady is a George Bernard Shaw adaptation, and Shaw, a lifelong socialist, meant his original Pygmalion as a critique of the British class system. It’s fun to watch Henry Higgins trill about how a person’s success depends entirely on her facility with the English language, but the movie makes Higgins look like the absurd egotist that he is. He sings about how it’ll be fun to change Eliza’s entire life, if only because she’s “so deliciously low, so horribly dirty.” He seems blissfully unaware that he’s merely attempting to game a corrupt system, or that something as simple as access to money, even in class-conscious turn-of-the-century England, probably makes a bigger difference in a person’s life than the ability to correctly form vowels. And in that racetrack scene, it’s clear that even Higgins’ well-bred peers view him as a weirdo.


Instead, the script works to keep the viewer’s sympathy with Eliza throughout. Audrey Hepburn might make Eliza a bit broad and cartoonish in gesture and expression, but we still see her scrape and suffer, and we see the mutual respect that she has with the people who share her struggles. When Eliza, polished up and unrecognizable, returns to her old slum and feels like an alien, it’s genuinely tragic. And Eliza herself understands the perversity in the ways her new rich peers view every aspect of life as a transaction. When Higgins tells her that she should marry her wet noodle of an aristocratic boyfriend, she spits back, “I sold flowers. I didn’t sell myself. Now you’ve made a lady of me, I’m not fit to sell anything else.” There’s no flowery romantic language in Higgins and Eliza’s relationship. The plot happily dispatches that wet-noodle boyfriend, the one person who even attempts that nonsense.

Even Eliza’s charmingly parasitic layabout father understands those class dynamics better than Higgins, pointing out that he’s “the undeserving poor,” which means that he’s “up against middle class morality for all of time.” (When plot machinations cause Alfie Doolittle to become middle-class himself, he treats it like a brand-new burden.)

Not everything about the movie has aged beautifully. Higgins starts to approach self-consciousness by the end of the movie, but he never faces a real reckoning. And when Eliza willfully returns to his casual abuse at the end of the movie, we’re clearly supposed to think that’s a good thing. But at least the story carves out some chance to believe in the best-case scenario where these two strong-willed people keep happily butting heads for the rest of their lives. And the movie also refutes Higgins’ entire idea: that he can fundamentally change someone if he changes the way she talks. Eliza Doolittle—like Mary Poppins—ends My Fair Lady just as tough and resourceful and charming as she was at its beginning. That presumably seemed triumphant in 1964, and it still seems triumphant now.

The contender: The James Bond series started off relatively fully-formed with 1962’s Dr. No, but it hit its early peaks with its second and third movies. Both From Russia With Love and Goldfinger came out in the United States in 1964, and both were huge hits. (Maybe that’s that free-floating Beatlemania-era Anglophilia striking again.) Plenty would argue that From Russia With Love, with its gleeful sadism and the memorable perversity of its great villains, is the best movie of the franchise. And yes, it rules. But I prefer Goldfinger, a beautifully cartoonish piece of comic-book nonsense.


I love the Lex Luthor-level absurdity of the villain’s plan: to tank the global economy by setting off a nuclear weapon in Fort Knox, thereby melting America’s gold supply and increasing the value of his own reserves. I love Oddjob, the nattily dressed and wordless henchman with the beautifully impractical weapon of choice, the razor-lined throwing hat. I love that a 1964 movie had the audacity to include a character named Pussy Galore. I don’t love the glorified rape scene that causes Pussy Galore to fall for James Bond, but it wouldn’t be an early James Bond movie if it weren’t utterly messed up in at least 15 different ways.

Next time: The musical continues to reign, and Julie Andrews once again gets her blissful, satisfying revenge on her doubters. It’s The Sound Of Music!