In My Fair Lady ( Lerner & Lowe, 1956), the play, the renowned linguistics professor, Henry Higgins, attempts to instruct the common flower-vendor, Eliza Doolittle, in proper English etiquette and speech. Revisit the colourful story from the perspective of a twenty-first century instructional designer. Set in the 1910s, but written in the heyday of behaviourism, the play reflects the idea that behavioural change is the evidence of learning. As we analyse Professor Higgins's applied theory of learning and instruction, we find unique examples of behaviourism, cognitivism and constructivism at work in the instructional strategies and activities and in the good professor's interpretations of Ms Doolittle's actions and attitudes toward learning.