The next morning, the Colonel and Higgins show up at Mrs. Higgins's place looking for Eliza, who seems to have run away.
Higgins is acting especially whiny, like a bratty child who's lost his favorite toy.
Mrs. Higgins accuses the two men of scaring her off. Higgins can't handle the accusation.
Woe is he. He's all confused, he says. He can't find out what to do without Eliza.
Mrs. Higgins calls the men a couple of whiny kids.
Once again, their conversation is interrupted by the appearance of Mr. Doolittle. This time, he looks more like a gentleman than a garbage man.
Turns out Higgins was right: Doolittle really did have a gift for the gab. An American millionaire has left him a ton of money, and now he's giving lectures all over England. Oh, and he's totally miserable. He misses taking money from people.
Mrs. Higgins decides that, since Mr. Doolittle is rich now, he can take care of Eliza. Higgins objects, saying that he paid five pounds to Doolittle for Eliza. The whole doll thing isn't sounding so silly now, is it?
When Eliza finally comes down (she's been upstairs this whole time), she gives Higgins the cold shoulder. She tells Pickering how much he (Pickering) helped her just by treating her like a lady.
At this point, Higgins is just about ready to through a temper tantrum. He jumps for joy, however, after Eliza starts howling like a banshee (again) when she sees her father all dressed up.
Doolittle announces that he's on his way to get married. Everyone files out of the apartment except for Eliza and Higgins, who have one last climactic chat.
Higgins starts waxing poetic, talking about the soul and humanity and how much he appreciated having his own slippers thrown at him – turns out he didn't like having them brought to him in the first place.
When Eliza accuses him of being mean and dismissive, he claims he is just being fair; he treats everyone from duchesses to flower girls the same way.
Then he asks her to come back.
She tells him to shove it. She would rather go back to selling flowers on the street corner.
The two bicker some more: she says she'll marry Freddy. Higgins wants no such thing. He tells her she's a fool. She tells him he's a jerk.
Finally, Eliza tells Higgins she wants her independence, and that she'll go so far as to steal his secrets to get it.
She threatens to use everything he taught her against him, to go into competition. This leads Higgins to her a "damned impudent slut" and then tell her, "I like you like this" (3.273).
He tells her she's his equal, now, but she won't have it. She turns and leaves.
Higgins calls after her, telling her to buy him some groceries and clothing. He's sure she'll return.