If anyone is familiar with this 1938 British classic, it’s mostly because it’s been relegated to “the film that My Fair Lady was based on.” And being more familiar with the musical and film, you experience this film as almost a series of set-ups for songs such as “I Could Have Danced All Night,” “On the Street Where You Live,” and “Get Me to the Church on Time”—but without any of the music. But spending a little time studying British cinema lately, I decided to finally sit down and see the whole film. You should too.

The relative sweetness of the musical is completely missing. The film is strong, tough, edgy, funny, and occasionally as breathtaking as House MD could be when Hugh Laurie came forth with an unexpectedly arrogant but undeniably funny riposte to another character on the show. It’s the same story as My Fair Lady, but robbed of its softer edges and its lovely classic music, it’s surprisingly astringent and borderline outrageous, especially in the character of Prof. Higgins (Leslie Howard).

Now don’t stop reading this or considering seeing this because you remember Howard as the weak and soulful Ashley Wilkes on Gone with the Wind. Howard was right that he shouldn’t have done that film and was miscast; he wasn’t young enough and good-looking enough, and the attempts to move his look and character in that direction were only overcome by his sheer acting skill, which to be honest, occasionally fail him in that film. Here Howard is altogether extraordinary as the Professor. He’s entitled, brilliant, unspeakably arrogant, and you can’t take your eyes or ears off of him. (He was nominated for Best Actor, which while not unheard of—Charles Laughton had won five years before—was still a rarity for a non-American.) Howard’s the heart and soul of the film, and nails every scene. He’s an absolute delight, and it’s sad to look back and see what a treasure he could have become if he had not died (heroically) in the Second World War. See this and get Ashley Wilkes out of your head forever.

Wendy Hiller as Eliza Doolittle is nothing like Audrey Hepburn, and for those more familiar with the musical than this film, it’s a bit jarring at first. Hiller had an unusual look, and was a challenge for cinematographers to light her well. But that difference becomes a point of interest in that you wonder how she is going to develop her character differently than Hepburn (or even Julie Andrews, if you’re familiar with the original Broadway soundtrack). Hiller was nominated for Best Actress that year as well, and she supplies the opposite trajectory to the Professor’s. It’s a joy to watch her come into her own, growing in confidence and fire as she rises up to do battle with Higgins, who starts off as a force of nature, filled with upper-class conceit and intellectual smugness, and eventually begins to be at least introduced to his own humanity as things don’t plan out as planned.

I suppose any good film person should mention that this is based on a George Bernard Shaw play, and Shaw, with others, is credited with the screenplay, and won the Oscar for it (really, would YOU have voted for anyone other than George Bernard Shaw if you saw his name in the credits?). I suppose Shaw’s views of class and morality might have been shocking at the time. Now they aren’t noticed, or in the case of Eliza’s father, the “shocking” Shavian perspectives come off as musty and a little quaint in Mr. Doolittle’s contrary attitudes toward marriage and respectability. Shaw’s views might have been the most intriguing aspect of the film when it opened. Today, it’s the two central performances, as well as the grace of Scott Sunderland as Col. Pickering and the humor of Marie Lohr as Higgin’s clear-eyed mother, that make this film a joy to experience.

One film-nerd note: Pygmalion was edited by David Lean, who began his illustrious career as an editor and became one of Britain’s best before become its most famous director (Bridge on the River Kwai, Brief Encounter, Oliver Twist, Laurence of Arabia, Dr. Zhivago, etc.) It’s beautifully cut, and moves with an energy and grace that would be the envy of any film of any decade.