Behind the Scenes

A Front-Row Seat to the Making of My Fair Lady

Oscar-nominee Nancy Olson Livingston recounts in her new memoir her time alongside her then husband, Alan J. Lerner, as he reunited with songwriting partner Fritz Loewe so the two could create their masterpiece.
Nancy Olson
Nancy OlsonFrom Bettmann.

In her new memoir, A Front Row Seat: An Intimate Look at Broadway, Hollywood and Glamour, Nancy Olson Livingston describes how as an acting student at UCLA, she is signed by Paramount and packs in a series of roles, some more appropriate to her age and ethnicity than others. Her work includes several films with William Holden as well as Billy Wilder’s Sunset Boulevard, for which she receives an Academy Award nomination for best supporting actress. But Nancy, still in her early 20s in 1950, is frustrated with spending six days a week in dark sound studios and wants to experience a full life. She marries the renowned lyricist Alan J. Lerner who, along with his co-writer Fredrick “Fritz” Loewe, won fame for Brigadoon and Paint Your Wagon. However, they had broken apart by the time we enter Nancy’s story here, as Alan is struggling creatively while she, a rising star who has turned her back on Hollywood, is trying to thrive as a supportive 1950’s wife raising two young daughters. - Cari Beauchamp


Alan and I decided to shake up our lives. In December of 1954, we left our country house and leased a townhouse on East Seventy-Fourth Street in New York City. We took our two baby girls, Liza and Jenny, with their nanny, a cook, and a maid and planned to stay for a year. By the time spring came, Alan was desperate. One Friday morning he sat on the edge of our bed and started to weep. He said his career was over. He had tried everything, but nothing was working. He said the rights of George Bernard Shaw’s Pygmalion had become available, and he felt he knew exactly how to adapt this famous work into a musical. He said Fritz was the only composer who could do it, but of course Fritz was no longer talking to him.

I sat up in bed and handed Alan a Kleenex, put my arms around him, and said, “Don’t you understand that Fritz is sitting by his telephone waiting for your call?” Alan said that was nonsense; he doubted that Fritz would answer the phone. I said, “I’ll prove it to you.” I picked up the phone and dialed Fritz’s home. The minute he heard my voice, he said, “Nance!” (pronounced “Naahnce”). “How are you? How are the children?” I told him that we were going to the country the next morning and would love to see him. I explained that Alan had an idea for a new work and that there was only one person in the entire world who could compose the music, and that was him. Could he possibly join us for lunch tomorrow? He asked, “What time?” I answered, “One o’clock.” He said, “I’ll be there!”

I told our cook and nanny that we were going to the country for the weekend and expected a visitor for lunch. Fritz arrived at one o’clock, and the three of us sat in our small pine-paneled, early-American dining room chatting away, and it was obvious that Fritz was delighted to be there.

Alan explained that Dick Rodgers and Oscar Hammerstein had tried for a year to conquer George Bernard Shaw’s play Pygmalion. They owned the rights but had decided to give them up and release them, stating that this work could never be transformed into a musical. Alan said they misunderstood how to approach the property. “They’re writing songs for Alfred Drake!” (Alfred Drake was a theater actor most famous for his long-running role as Jud in Rogers and Hammerstein’s Oklahoma!) “They don’t get it. Higgins is the key. The lyrics and music have to be an extension of Shaw’s dialogue. A great Shavian actor like Rex Harrison should play Higgins. He doesn’t even have to sing that well!” Fritz looked stricken. What did Alan mean when he said, “He didn’t even have to sing well?” Alan smiled and said, “Don’t worry, Fritz. There will be a place for your melodies. Freddie, who is smitten with Eliza, will sing the love songs, and Eliza has to have a great voice to be able to sing about her feelings of being transformed into a duchess.”

Fritz was intrigued, and the two of them were so deeply engrossed with Alan’s ideas that I might as well have been invisible. They got up from the table, left the dining room, walked out the front door, and crossed the road to the studio without even glancing at me, much less thanking me for lunch. By five o’ clock that evening, Fritz had already rented the house at the top of our orchard, arranged for his mistress to join him, and for one year sat at our dining-room table every day for lunch and dinner.

Perhaps that year was the happiest Alan and I ever had together. The excitement ran high as he and Fritz plunged into the work. Both were at the top of their game, and they knew it. Alan was content and grateful for the loving atmosphere pervading our little house in the country with our two darling little girls. Sometimes I would wake up in the middle of the night to see him seated in the chair and ottoman in the far corner of our bedroom, working on a lyric. He seemed delighted that I was awake so that he could read to me what he was writing. I was always an enthusiastic listener.

One particularly cold and stormy winter night I was awakened abruptly by Alan and Fritz shaking my bed, telling me I had to get up. I was alarmed, thinking perhaps the house was on fire, and where were my children?! They said the house and children were fine, but I had to get up and come to the studio to hear what they had just composed and written. Fritz handed me my galoshes, Alan helped me put on my winter coat and muffler, and the three of us went down the stairs and out into one of the worst blizzards I had ever experienced. We trudged our way through the snow, down the driveway, across the road to the studio, already ablaze with light.

I walked in and was told to sit in the armchair facing the piano and a small settee. Very much like children playing, they set the stage and scene for me. Alan said he was both Higgins and Eliza, and Fritz was Pickering. Alan was an exasperated Higgins, who told Eliza to repeat and repeat and repeat the phrase “The rain in Spain stays mainly in the plain.” Pickering told Higgins that perhaps they should go to bed and forget the whole exercise. Higgins was not about to give up, and suddenly Eliza said perfectly, “The rain in Spain stays mainly in the plain.”

Fritz rushed to the piano, Alan said to Eliza to please say it again, which she did, and Fritz started quietly playing the phrase to music. Suddenly the two of them started singing and dancing and bullfighting, finally finishing by falling back on the settee in triumph.

I was stunned and speechless. Suddenly they were no longer Higgins and Pickering and Eliza and became Alan and Fritz looking at me with such expectation, both saying in chorus, “How do you like it?” I looked at them very seriously and said, “You have created one problem.” Fritz said in panic, “What is it, Nance?” I quietly said, “This number will stop the show. The actors will be unable to continue. There will be such a reaction from the audience that they may actually have to take a bow in the middle of the first act. Not just one bow, but many.” As the wind howled outside, the glow of hope and excitement lit up all of Rockland County.

_________

Eventually, Pygmalion became My Fair Lady, and we moved into the city. We put our little girls in the Town School for preschool and kindergarten classes. It was time to start thinking of who should play Higgins, and Rex Harrison was everyone’s first choice. Alan, Fritz, and I flew to London to meet with him. We stayed at the Connaught Hotel and arranged for an extra room with a piano in it. There was a great deal of tension and anticipation. Alan was convinced that Rex could make My Fair Lady happen as well as be the key to creating the authenticity that he was searching for. Rex arrived one afternoon with his tweed hat in hand, already looking like Henry Higgins. He had played the role many times, so that was not an issue for him, but he had never sung a note on stage. Fritz said if he could sing “Happy Birthday” on key mildly well, he would be just fine.

They laid out the play, sang all the songs, and waited breathlessly for his response. Rex was obviously titillated and wondered aloud if he could actually pull it off. He called the next day and said he would like to do it. That night the three of us danced in the streets of London and the next day flew home on such a high we truly could have flown on our own.

Later on, the score was complete except for the last song to be sung by Higgins. It was the first real dilemma for Alan; he simply could not decide what kind of a song it should be. One late afternoon he buzzed me from the studio and asked me to join him. I went down the stairs and found him very quiet and troubled.

Alan Lerner.

John Springer Collection/Getty Images. 

He said, “Nancy, as you know, Shaw absolutely would not allow Eliza and Higgins to fall in love. In fact, in the postscript of the play he wrote that Eliza married Freddie and lived above her flower shop. I cannot accept this. I know that Higgins cannot live without Eliza! I do not want to betray Shaw, and I do not want to betray myself. I have to write a love song that is not a love song, and I don’t know where to begin.”

I said, “Would you like a cup of tea?” He answered, “Great idea!”

I ran up the narrow, winding, open staircase, went to the kitchen, and put the tea tray together. As I came down the stairs slowly, carefully balancing the tray, he looked at me and said, “You know something, Nancy? You really are a very pretty girl!”

I looked at him severely and said, “Thank you very much for finally noticing. How many years have we been married?”

He said, “Oh, come on! I’m with you all day, I’m with you all night, we have breakfast, lunch, and dinner together, and I forget! It may be hard to believe, but I have become accustomed . . . to . . . your . . . face.” He stopped and said, “Don’t move.” He ran over to his desk, sat down in his writing chair, and wrote in his tiny script, “I’ve grown accustomed to her face——She almost makes the day begin——.” He was no longer conscious that I was there. I picked up the tray and quietly went up the stairs.

Many years later I thought about this song and wondered where in Alan’s head it had come from. I decided to examine Shaw’s play more closely to see if I could find a clue. Sure enough, there it was! In the last act, Higgins says to Eliza, “I have learnt something from your idiotic notions: I confess that humbly and gratefully. And I have grown accustomed to your voice and appearance. I like them rather.” Alan used this dialogue in My Fair Lady, and the word accustomed was obviously rolling around in his head. Although it certainly is an awkward word to use in a love song, it was the solution for this love song.

Rehearsals began and went so smoothly that it scared everybody. The chemistry between Rex and Julie [Andrews] was absolutely magical. Moss Hart’s direction could not have been any better. The sketches of the sets and costumes were breathtaking. I remember saying to my friends that if this production weren’t a success, I didn’t know what would become of Alan. He had an image in his mind that this musical would be the ultimate defining American musical and would encompass all the great works that came before it. He was going to put a period on the end of a great era.

Rex was feeling quite comfortable singing his songs and actually enjoying them! However, no one anticipated the problem that would confront them when they held their first rehearsal in New Haven with a full orchestra. It was the afternoon of the opening, and no one realized that Rex had been rehearsing with only a piano accompanying him and would now hear an orchestra for the first time. He panicked. Where was that nice young man who used to cue him from the piano bench? He walked off stage, announced that he could not possibly open that evening, went to his dressing room, and locked the door.

Everyone started to talk through the door in the most soothing tones, pleading with him to please come out. He refused. His former wife, Lilli Palmer, was in New Haven to attend the opening, and they summoned her to talk to Rex through the door. Nothing worked until Moss Hart took charge. He dismissed everyone from the theater—the cast, the producers, the writers, the dancers— except Julie and the orchestra. The theater was quiet, and Moss gently said, “Rex, please come out. Everyone is gone except for Julie and me.” Rex slowly opened the door, and Julie took his hand and gently led him on stage. Moss and Julie and Rex went through every one of Higgins’s songs with the full orchestra, and Rex finally began to feel confident.

That night there was a blizzard in New Haven, but the theater was packed with an audience that had already heard about the possibility of a tremendous hit; however, everything that could go wrong seemed to happen. The revolving stages got stuck and took forever to be fixed and moving again. Moss came out at eleven o’clock, apologized, and said that the production would go on, but if anyone in the audience felt it was too late, they could receive a refund. The audience went crazy and shouted, “We’re not leaving!”

In the first act when Eliza finally masters “the rain in Spain stays mainly in the plain,” and the three actors perform the song ending with falling back on the settee, the audience went wild. They stomped their feet, cheered, and stood up clapping. Rex was appalled and did not know how to go on. He whispered to Julie, “What are we going to do? How can we continue?” She whispered back, “We are all going to stand up, hold hands, and take a bow.” They stood up and took their bow, and the audience went cuckoo all over again.

From A Front Row Seat:An Intimate Look at Broadway, Hollywood, and the Age of Glamour by Nancy Olson Livingston. Copyright © 2022 by Nancy Olson Livingston. Excerpted by permission of
University Press of Kentucky.