Higgins arrives at his mother’s house, but Mrs. Higgins is “dismayed,” as it is her day at home accepting visitors. She does not want him around her guests because she finds his manners appalling and embarrassing. Higgins’s circuitous description of his project leads his mother to think he met a woman he is interested in marrying. Higgins scoffs at the idea, explains the experiment, and asks his mother to help him evaluate Eliza’s progress.

At this point, Mrs. Eynsford Hill and her daughter Clara arrive for a visit. Higgins does not immediately recognize them from his first meeting with Eliza during the rain. He is rude to them, but this does not deter Clara from flirting with him. Pickering arrives to watch Eliza’s performance. Freddy arrives and joins his mother and sister.

Eliza enters and begins discussing genteel life. Despite her initial success and her continued use of elegant language, Eliza quickly switches to discussing her suspicions that her aunt was killed by her relatives and her family’s alcoholism. Freddy is enamored with Eliza, despite the crude content of her speech. When she starts to leave, he offers to walk with her, but she crudely rejects the idea of walking and takes a taxi.