My Fair Lady’s Digital Makeover

There are few musicals that have garnered as much rapturous attention as My Fair Lady. Based on the George Bernard Shaw play Pygmalion, which in turn was based on the ancient myth,  the tale of a professor who moulds someone common to pass for classy, only to have him shaped by his pupil at the same time, has formed the basis of innumerable works that follow the same formula.

Audrey Hepburn is radiant in the film’s closing sequences, appropriately brassy at the outset, her cockney delivered with the subtlety of a trombone chorus. While her singing was dubbed by Marni Nixon, the same woman who studios felt the need to use for Natalie Wood in West Side Story and Deborah Kerr in The King and I, Hepburn still manages to own the part completely, her wide eyed expression impossible not to fall for.

Stanley Holloway brings his cockney vaudevillian stamp to the work (joining Harrison from the stage play), while Wilfrid Hyde-White brings appropriate double-barrel named aplomb to the role of Colonel Pickering. With exquisite design, sumptuous sets and steady direction under the helm of George Cukor, the film was nominated for twelve Oscars, winning all but four.

Half a century on, the film is presented in a newly restored Blu-ray by Paramount. The newly minted digital restoration is based in part of a much-needed rescue led by Robert A. Harris.

One of the key supplements is a documentary from the Laserdisc days titles More Loverly Than Ever: The Making of My Fair Lady Then & Now, showing Harris, his producer James C. Katz, and the likes of Julie Andrews, Theodore Bikel and a ruddy-faced Martin Scorsese discussing the desperate need then to rescue the film from oblivion. Additional treats include costume and other production tests, Awards speeches, and most delightfully the original audio of Hepburn singing two of the songs in her own voice. While the star lacked the operatic flair of Nixon, I much preferred the immediacy of her performance, and can’t help but wish the studio had felt the same in 1964.

The multidisc set shows the film in absolutely stunning fashion, presenting the 4K master downresed to Blu-ray spec, with a lossless 7.1 audio derived from the original 6 track 70mm presentation. It’s the definitive version of the film for certain, and both fans and the mildly curious alike deserve to have the film in their collection.

Dork Shelf spoke with Robert A. Harris about the restoration of the film, both the original photochemical rescue documented on the short film as well as the most recent full digital pass. Harris has been a key participant in the rescue of some of the most important films ever made, from Lawrence of Arabia to Spartacus to Vertigo. We spoke at length about the process and challenges of dealing with a film like My Fair Lady, with the critical point being that the more successful the film, the more desperate the need for restoration.

What was the first time you recall seeing My Fair Lady and what was the experience like?

It would have been in 1964, when I was seeing all of the roadshows.  I spent my first year of college in Miami and I had Warner Brothers sending me promotional material.  They were sending me flyers about once a month, so I was up to date on what was happening and where the production was. It was an interesting era and as a musical, it worked, unlike most of the other musicals from the era such as with films like Porgy and Bess.

At that time the studios were breaking the boundaries of the stage. My Fair Lady was interesting because it did not, it remained very theatrical. It was a very old-fashioned film, coming out not long after things like Tom Jones, which was not an old fashioned film.  It was also at the very end of the big budget studio era.

Most people would be surprised that this film, and a film of this celebration would be requiring of your restoration services, thinking they’d do a better job of protecting their major asset. 

Like every other 65mm origination, every print was made from the camera negative.  Thus, the better the film, the worse condition the elements, both picture and sound. By 1970 the elements were worn out and there was no good duping material. It’s what happened to every single one of the popular films.  If you go to the original negative on something like Song of Norway, it’s going to be pristine.  

It’s not only every single print, but all the protection elements, replacement sections, were damaged. 70mm prints, 35mm reduction elements, all were made from the camera originals, so this original, by 1970, probably had 170, 180 runs on it, when the norm you try and keep runs under 12. 

If you go back to the early 50s, with 35mm printing they didn’t do dye transfer for protection elements on everything. Hitchcock’s Rear Window had something like 360 runs on it and that negative was pretty much destroyed.


What were the unique challenges about this particular film?

Well, it wasn’t really unique.  One of the problems with 65mm in general, is that the film is so wide, that as it’s cleaned, as it goes through wet gate printing goes through again to get the chemicals off it, the splices start to loosen up, the cement starts to degrade and occasionally, you’ll hit the edge of a splice in a printer and it will just cut the negative slightly in the centre. It will rip through the shot.  

So the lab started going to the black and white separation masters, replacing shots.  If the perforations went, they would replace the entire reel as happened with I believe reel 8b from My Fair Lady. There were over 20 minutes of material, over 20 minutes of original negative that just didn’t exist anymore.  

The main titles didn’t exist anymore.  So, like Lawrence of Arabia, it was a mess. Fading wasn’t as bad as some of the earlier films. Fading problems on  major basis basically ended late 1960, early 1961. In the half century that My Fair Lady has been around the negative did fade somewhat, albeit mostly still correctable, at least digitally. But we had what was called differential fade, which means that the heads and tails of the shots would have more fade than the centers of the shots. That was a colour timing headache because you have to colour time the centre of the shot, and then go back out and start timing the heads and tails, and either do dissolves into the centre or start colour correcting single frames, which is what colourist Mark Griffith did.  

So given the era that the film is at, you obviously have not only the restoration of the picture, but you also have a new 7.1 channel mix, what is the state of audio for films back in this era?

Well, the audio was every bit as good as it is today.  Some of the greatest tracks were made in the 50s and 60s. When we attempted to run this track in 1994, well, we didn’t have the digital capabilities 20 years ago that we have today.  So with both picture and audio, we had huge problems. We were not able to make the black and white separation masters fit together, but we did use some digital to do some corrections at around 50 dollars a frame, taking optical holes out of the image. 

With audio, you don’t want to take a 30 year old mag which is going vinegar and which is shedding oxide, and keep running it back and forth in a playback unit. So what you do is that you make what’s called an X copy, or a dub, on 35mm magnetic stock of polyester, and you use that to do your re-recording.  

Unfortunately, at that time, either the originals were shedding quite a bit or there was a wax buildup, but somehow, between the original and the X copy we lost a bit of high frequency information.  By the time that we were making 70mm prints, we were down a few generations and this, the 2014 restoration, was the first time that we actually did an audio harvest from the original 6 track mags.

Through digital technology you’re hearing that actual harvest albeit cleaned up. All of the high frequency information is back. It was done Audio Mechanics in Burbank and they have special equipment harvest these tracks and clean then before doing anything with them. It is state of the art.  They can handle vinegar, shrunken tape, pretty well whatever you throw at them. 

There’s a sequence for example that, if you listen really hard in the 1994 70mm restoration, or on videos, you can hear as Wilfred Hyde-White and and Rex Harrison walk down the stairways in Harrison’s home, just before Audrey comes down in the ballgown, there’s a very slight reverberation or echo. 

Now you hear it and it’s in your face, and that’s what people heard in 1964.  So it’s interesting.  We left it, we didn’t maneuver it because I thought we can only make it worse.  

How dramatic of a difference is this between the photochemical restoration and the digital restoration in terms of picture?

It’s the same thing as with Lawrence – We did 8k scans by Fotokem from the original, 65mm camera negative masters, which have been recombined for the first time since 1970. 

You’re seeing the main title sequence for the first time from the separation masters, fit together properly.  The main title was apparently junked in error in 1970 or 71 and the elements removed.

Those titles look so crisp and so clear, you almost assume that they’re CGI replications.

They were on the last restoration form 1994, 4 generations down. They were basically HD quality on 70mm. Here they are off the black and white masters, which we were able to get to fit together and to align them by hand where necessary.  And that’s what it looked like in 1964.  

Yeah, the lettering is so crisp and so detailed that you almost would be confused that they’re modern titles.

Well, it’s like a knife edge. I went through some of the original glass plates at Pacific Title in 1994, and some were actually damaged in the earthquake. They’re painted on glass and they’re photographed against a floral background.  I believe there are 8-10 transparencies.  

The other interesting thing that we get into here is the digital cleanup of tears, scratches, minus density, everything that happens to a film in the intervening decades. 

On a Criterion Blu-ray or some of the other companies, you’ll see a comment under restoration that says “thousands of bits of dirt were removed digitally.”  Well, we calculated that on My Fair Lady, it’s over 12 million hits that were fixed.  It took about 7 months to do the digital cleanup.

Has workflow given increase in computer technology even in the last 5 years since Lawrence of Arabia made more things a bit easier?

It hasn’t changed since we got 4k in 2007. You’ve mentioned the digital restoration Lawrence which was by Grover Crisp. In 2007 he was doing Doctor Strangelove in 4k in New York, I was doing the Godfather films at Warner Brothers in Burbank. Except for a little bit better data throughput, nothing has changed.  I mean, we have a bit better digital cleanup software, a little bit better colour software, but work still all needs to be done. Although our toolbox is a little bit larger and a little bit more intricate, and some people actually use the toolbox too much, it really hasn’t changed that much.  


So we haven’t seen a paradigmatic shift in the last say, 5 years in terms of scanning or in terms of colour grading?

No, because we’re using the same, I mean we have some slightly faster, slightly higher resolution 35mm scanners, but the 65mm scanners that we’re using today are the same ones that have been used since the beginning of 8k scanning and 65mm.

And again, they did the same thing, they did an 8k scan and a 4k workflow?

Correct, which is still huge.  

I know we get lost in resolution and it’s easy to think that 8k is just better than 4k, certainly for scanning.

It really isn’t. The human eye only goes up to a certain point.

At some point in time, you simply have diminishing returns?

Well, we’ve reached it.  You can do a 6k oversampling in 35 and downres that to 4k.  And you may, maybe in 4k on a huge screen see a difference, certainly not in Blu-ray.

I looked at 8k scans on The Alamo several years ago and I compared those to downresed 4k and they go through projection very slowly and on about a 20 foot screen. In 2k projection, you can see a very slight difference between 8k data and 4k data.  

Do you see any impending change in terms of the use of High Dynamic Range (HDR)?

HDR is interesting and I think it’s a wonderful technology.  Dolby’s doing some wonderful things with it, but you need a clean, original, unfaded negative.  If you have unbalanced dye layers, or you’re replacing dye layers, you are opening a Pandora’s box that you’ll never be able to close.  

I wouldn’t go near it in a restoration on a colour element.  That was never meant to be seen that way anyway.  If you use it for a new film, I think that’s great.  But if you go back and use it for a film from the mid 70s or late 70s, that’s not faded, it’s not going to look like what it looked like in projection.  It’s a new product.  So, I wouldn’t do it.  

You have probably watched My Fair Lady more than most people, do you have a scene or a sequence that still, after seeing it 100s of times you fell in love with?  

There is the bit where Rex Harrison is serving a strawberry tart, there’s a bit of a strawberry tart left over and he’s seated with Audrey Hepburn and Wilfred Hyde-White. Hyde-White says something and he falls in to Audrey’s cockney speech pattern by accident.  Cukor, who was the king of reaction shots, has Rex Harrison turn and kind of glare, wondering what is going on. He then turns back to Hepburn and says “again,” and Mr. Hyde-White repeats his blunder with ‘Have you tried the plain cake? [in cockney accent]” It’s perfect acting between three people, but moreso it’s the way the director and the editor have put this tiny little intimate scene together of total miscommunication. It’s filled with delights.

Then there’s Stanley Holloway, when he visits Rex Harrison for the first time, and Harrison’s library is cleaner than any of us could ever believe a room could be. He takes this filthy leather hat and starts flicking presumed dirt or dust on the beautiful chair, thereby making the chair dirty. Harrison, again with a reaction shot, looks at what he’s doing and walks around, runs his finger along the back of the chair as if to say, is there dust on this?  

Little things, just little things.  

We’re both in the golden age of beeing able to restore these films and still very much at a stage when we are seeing the destruction, forever, of some works that are being lost to history.  You mentioned The Alamo, which I know you’re passionate about that project, but are there specific films like My Fair Lady that we would probably be very surprised are in need of such diligent restoration?

People that know film are aware that things like Around the World in 80 Days are pretty much gone. Can Can is a very problematic Fox film, with many of the same problems as The Alamo

In a general sense, any colour film made between 1953 and 1960 is an endangered species, with the later ones being the most problematic. Original negatives from 1953 or 1954 will be in far better condition relative to fade as a negative from 1959 or 1960. 

The big film in need of restoration, and Warners I’m sure will get around to it at some point, is 2001: A Space Odyssey.  But that’s going to take a lot of digital work and a lot of handholding, because in an 8k scan, you’re capturing far too much information from the original negative which was never seen. You have to then do digital work on those 8k files in 4k to get rid of the detail.  

Then you have that same discussion that we had about whether or not we leave the strings visible on Wizard of Oz or not.  

Yeah, you take them off.  

You look at a print, and what you see in a print is what you want.  It’s not just looking at a print on today’s projectors with today’s high resolution optics, you’ve got to use optics from the 50s or the 60s or the 30s to see what people were actually looking at.  

We had a problem in My Fair Lady – if you look at the old 35mm print from the era, through older optics, you will see that when Audrey opens her mouth very wide, that there’s something going on and you start to see dental work.  In an 8k scan, she could be sitting in the dentist’s chair and you’re looking into her mouth.  So we had to do digital cleanup on her fillings because they were right in your face. 

Although you could see possibly, you know, a dark or a shadowy area in her mouth in 1964 on that print stock and through those lenses, today it took you out of the film. When something takes you out of the film, you get rid of it.  

I wish we had digital dentistry today – that would be wonderful!  Painless.  Take a picture of your mouth and fix it digitally.