This study aimed to analyze George Bernand Shaw's Pygmalion using marxist-feminist theory. Specifically, this study sought answers to the following questions: (1) How are society and their relation between classes perceived in the play? (2) How is the condition of women presented in the play? (3) How women are able to rise above gender and class oppression as observed in the play? Content analysis was the approach used by he researchers in order to draw the necessary data for teh completion of the study of this study. Marxist-feminist theory is the approach used in analyzing the content that presents the answers being sough in the study. The findings showed that in the play, social classes exists: The upper class and the lower class, and class distinctions are based on education, languagae and work, manner of dressing, and socio-economic status and that there is an inequality between the upper and the lower class in the society. Furthermore, the play shows the different portrayal of women through these images-woman as man's property, woman as dependent to man, woman as weak and woman as helpless. Finally, women in the society showed empowerment as they learned to have self-respect, independence and equality amidst differences in gender and social classes.