Directed by George C. Wolfe and starring Tonya Pinkins in the title role, Caroline, or Change tells the story of a black maid and the Jewish family for whom she works in 1963 Louisiana. The cast also includes Anika Noni Rose (who won a Tony Award for her performance as Caroline's daughter, Emmie), Veanne Cox, Harrison Chad, David Costabile, Aisha de Haas, Alice Playten, Reathel Bean, Larry Keith, Chandra Wilson, Chuck Cooper, Capathia Jenkins, Tracy Nicole Chapman, Marva Hicks, Ramona Keller, Marcus Carl Franklin, and Leon Thomas III. A two-CD cast recording of the musical was released in July.

In his review of the Broadway production of the show for TheaterMania, David Finkle wrote: "Throughout Caroline, or Change, there are compelling musical interludes and generous samplings of Tony Kushner's persistent intelligence, yet this potent show would have been even more potent had the score reached the high standards that Kushner has elsewhere established for himself."