I rather like Audrey's take on My Fair Lady, though I am always sad that they didn't just cast Julie Andrews in it. At the same time, it's definitely not the movie to judge the Hepburn with, so it's good that you're trying others.

In additon to Hec's recs (some of which I need to see myself), I'm also a big fan of Wait Until Dark. It has one of the scariest moments I've ever seen - one of the few moments I can think of I actually screamed out loud.

Ruffalo might belong to Scrappy, Erika.

One of my favorite Audrey Hepburn movies is Fred Zinneman's "Nun's Story", in which she plays against type by her portrait of a reserved, austere and headstrong nun. It's a brilliant character study, and Hepburn is excellent in it & well-supported by strong secondary characters. I'm particularly fond of Peter Finch's Dr. Fortunati, with whom her character shares terrific low-burning UST.

My Issue with MFL is with the show itself. It's what Sondheim calls a "why" musical. The music adds nothing but music to Pygmalion, and I'm a big Shaw fan.

I think what I really liked about her in Roman Holiday was that she seems a lot less fragile than she had in most of the other things I'd seen her in. Vulnerable, yes, but not like she was about to shatter.

It has one of the scariest moments I've ever seen - one of the few moments I can think of I actually screamed out loud.

The reason why I always watch that movie with the lights off. I especially like watching it with a WUD newbie, just to see them jump five feet off their chair (like I did my first viewing). Also, Alan Arkin is amazing as Harry Roat, Jr., and Richard Crenna is fun to watch as Roat's henchman.

My Issue with MFL is with the show itself. It's what Sondheim calls a "why" musical. The music adds nothing but music to Pygmalion, and I'm a big Shaw fan.

I completely agree. In fact, I think it detracts from the original - MFL makes their relationship more overtly romantic and I can't stand that. I'll take the Leslie Howard/Wendy Hiller version of Pygmalian over MFL anytime. (sidenote -- I wish Wendy Hiller was remembered more - she was one tough actress and my definitive Eliza Doolittle.)

What Maysa said. Pygmalian's biggest strength was in an ending MFL changed.

I like both of them, a lot. My Fair Lady may be a "why" musical, but it's a good "why" musical (at least, I think so). I think that there are definite advantages to just adding (good) music to a story - heck, Sondheim did it himself with Sweeney Todd, which was already a (pretty darn good) play (and possibly a novel?) before he musicalized it.

As to the changes - yeah, the ending of Pygmalion is great, and My Fair Lady makes it happier, more saccharine, but that was rather the way with musicals at the time (and, to a large extent, today - Wicked anyone?) and it's a trend I certainly don't hate. I enjoy having my heart warmed. And as to what Maysa says, I'm convinced that the book and lyrics of MFL allow for an interpretation that is quite unromantic throughout most of the plotline. The movie doesn't take the most unromantic of interpretations, certainly, but the best live performance I've seen of it (at my high school, believe it or not, but our Eliza Doolittle was the most talented musical actress I've ever seen outside of a Broadway show, and better than most of them. Sadly, she is now married and working in a store that sells stuff on Ebay, in Hattiesburg, MS, rather than wowing audiences) definitely took a less romantic interpretation of it, which I quite enjoyed.

I don't object to The Lion King taking big elements from the plot of Hamlet but leaving out the suicide and massacres, either.

I don't object to The Lion King taking big elements from the plot of Hamlet

Or, more infamously, Kimba the White Lion.

(sidenote -- I wish Wendy Hiller was remembered more - she was one tough actress and my definitive Eliza Doolittle.)

Gotta second this. Seems like she pops up in so many movies where you wouldn't expect her.