Based on the book of the same name by Sherill Tippins, the musical tells the true story of editor George Davis's attempts to found an artist commune in Brooklyn Heights. Among the boarders were such artists as poet W. H. Auden, burlesque dancer Gypsy Rose Lee, composer Benjamin Britten, tenor Peter Pears, political activist Erika Mann, and novelist Carson McCullers.
The cast included Stanley Bahorek (Benjamin Britten), Ken Barnett (Peter Pears), Ken Clark (Reeves McCullers), Julian Fleisher (George Davis), Stephanie Hayes (Erika Mann), Erik Lochtefeld (W.H. Auden), Kacie Sheik (Gypsy Rose Lee), A.J. Shively (Chester Kallman), and Kristen Sieh (Carson McCullers).
Musicians on the album include Andy Boroson (piano, glockenspiel, conductor), Andy Stack (guitars, banjo), Aaron Irwin (flute, clarinet, bass clarinet), Jay Hassler (flute, clarinet, bass clarinet), Tema Watstein (violin), and Jane Cords O'Hara (violoncello).