Originally Deutsch was to write the musical's book while the score was assigned to Gérard Calvi, a French composer—Lili was set in France—who authored the revue La Plume de Ma Tante which Merrick produced on Broadway.

Calvi's lack of expertise with English lyrics would result in his dropping out of the Lili musical; on Deutsch's recommendation Merrick hired Bob Merrill to write the score.

A month after Stewart submitted his first draft for Carnival!—as the Lili musical project was entitled by November 1960—the writer was fired by Merrick; however he was rehired thirty-six hours later.

In another part of the carnival Paul Berthalet, a lonely and bitter puppeteer who has become crippled because of a war injury, is preparing his new act, which is lifeless and uninteresting.

Humiliated, she starts to attempt a suicidal jump from the acrobat's ladder, but is stopped by a small redheaded puppet named Carrot Top.

Jealous, Paul is verbally abusive to her while practicing with Lili, correcting her every move and executes a dance step miserably, causing him to fall.

The original cast starred Anna Maria Alberghetti as Lili, James Mitchell as Marco, Kaye Ballard as Rosalie, Pierre Olaf as Jacquot, Henry Lascoe and Jerry Orbach making his Broadway debut as Paul Berthalet.

However, Merrick's ultimate choice for the role was Anna Maria Alberghetti, an Italian born lyric soprano who, at twenty-four, had eighteen years experience as a singer and had a light resume of screen acting credits, mostly on television.

Before Carnival, Alberghetti had two evident credits as a musical stage actress, having appeared at the Oakdale Theatre in Wallingford CT in productions of Rose-Marie and The Firefly in, respectively, 1959 and 1960.

It has been reported that Merrick cast Alberghetti in Carnival after a January 1961 viewing of her cabaret act in Philadelphia, where the singer's audience interaction had made a favorable impression.

However, Alberghetti has stated that Merrick had her audition after seeing her at the Oakdale Musical Theater in 1960, and her casting as Lili was reported in The New York Times as early as November 1960.

Conversely, Alberghetti – despite winning a Tony Award for her role in Carnival (tying with Diahann Carroll) – would never appear in another Broadway production, subsequently refocusing on her cabaret career.

The first national tour of Carnival opened in December 1961 in Rochester, New York and was headlined by Susan Watson (Lili), Ed Ames (Paul Berthalet), Jonathan Lucas (Marco), Jo Anne Worley (Rosalie), Johnny Haymer (Jacquot) and Alfred Dennis (Schlegel).

[11] Also both Anna Maria Alberghetti and Jerry Orbach would reprise their Broadway roles in an eight-week engagement of Carnival which opened at the Shubert Theater in Chicago in November 1962.

James Mitchell reprised his Broadway role as Marco co-starring with Michael Maurel, Shirley Sands, Sally Logan as Lili, Bob Harris and Francis de Wolff.

was the musical director for the City Center production whose cast included Victoria Mallory (Lili), Leon Bibb (Paul Berthalet), Richard France (Marco), Karen Morrow (Rosalie), Carmine Caridi (Schlegel) and Pierre Olaf who reprising his Broadway role as Jacquot.

production directed by Kathleen Marshall which starred Anne Hathaway as Lili and featured puppets by the Jim Henson Company, New York Muppet Workshop; the cast also included Brian Stokes Mitchell (Paul Berthalet), Douglas Sills (Marco), Debbie Gravitte (Rosalie), David Costabile (Jacquot) and David Margulies (Schlegel).

concert, describing Hathaway as convincing in the role even though "Lili may be the most unworldly heroine ever in a Broadway musical, dangerously blurring the lines between innocence and mental deficiency".

This was the first musical directed by Susan H. Schulman; the production featured Sue Anne Gershenzon (Lili), Ross Petty (Paul Berthalet), Joel Craig (Marco), Laura Kenyon (Rosalie), Jack Hoffman (Jacquot) and Carl Don (Schlegel).

"[17] Stephen Holden of The New York Times found the York Theatre production of Carnival: "a rough-and-tumble singing storybook in which the members of a third-rate French circus troupe smilingly send up their own mediocrity...The show, a double allegory of a girl's growing up and of love overcoming despair, is potentially treacly stuff, and a production this intimate risks magnifying the sweetness to a terminally gooey level.

[19] Director/choreographer Robert Longbottom directed a revival of Carnival which ran from February 17 to March 11, 2007, at the Kennedy Center's Eisenhower Theatre in Washington, D.C.,[20] with a cast which included Ereni Sevasti (Lili), Jim Stanek (Paul Berthalet), Sebastian La Cause (Marco), Natascia Diaz (Rosalie), Michael Arnold (Jacqout), and Jonathan Lee Iverson (Schlegel).

This production, which introduced a revised book by Francine Pascal (sister of Michael Stewart) was a critical hit, as evidenced by the reviews of Paul Harris in Variety: "So where has this little gem been hiding?

Following the original David Merrick/Gower Champion production's 719-[performance] run on Broadway in the early '60s, Carnival largely disappeared into the neglected musical dungeon, with only a smattering of noteworthy escapes since, including a 2002 City Center Encores!

The Bob Merrill and Michael Stewart tuner has surfaced at the Kennedy Center in delightful shape, under the discerning eye of director-choreographer Robert Longbottom.

"[22] The Paper Mill Playhouse mounted Carnival in 2006, the play running March 8 to April 19 under the direction of Erica Schmidt with a cast including Elena Shaddow (Lili), Charles Pollock (Paul Berthalet), Paul Schoeffler (Marco), Jennifer Allen (Rosalie), Eric Michael Gillett (Jacquot) and Nick Wyman (Schlegel).

In her The New York Times write-up of the Paper Mill revival, Naomi Siegel characterizes Carnival as "an also-ran among American musicals [which] simply never entered the Broadway pantheon" and specifies the dark elements she feels make Carnival overall problematic – "the bleakness of the leading characters -- Lili, a forlorn orphan looking for love in all the wrong places; Marco, a second-rate magician with a Lothario complex; and Paul, a former dancer, wounded in the war and now forced to perform as a puppeteer and miserable in the process...[Also] the underlying theme of child exploitation...with a subtle but present sexual subtext" – before assessing the Paper Mill production as "[a] revival [which] reminds us of the genuine charm of the work and provides several show-stopping numbers for its talented players [but] does little to dispel the shadow that the play casts.

The 2010 Goodspeed production of Carnival, which retained Francine Pascal's revisions for the 2007 Kennedy Center production, had in its cast Lauren Worsham (Lili), Adam Monley (Paul Berthalet), Nathan Klau (Jacquot), Mike McGowan (Marco), Michelle Blakely (Rosalie) and Laurent Giroux (Schlegel) with the last-named role taken over by Michael Kostroff.

In his review of the 2010 Goodspeed production, Frank Rizzo of Variety described Carnival as being both a "bittersweet tuner that touches on sadness, desperation and remoteness" and "an entertainment...that features magic, puppetry and aerial work as well as a luxurious score ...Carnival isn't a natural for wide crossover appeal, but this tasteful, multilayered production does re-enforce the view that it is still a gem to be valued.

The company's artistic director Eric C. Engel directed a cast headlined by Victoria Thornsbury (Lili), Gus Curry (Paul), Daniel Robert Sullivan (Marco) and Shannon Lee Jones (Rosalie).

[25] From April 3 to 21, 2013, 42nd Street Moon presented a revival of Carnival at the Eureka Theater in San Francisco, directed by Greg MacKellan and starring Ashley Jarrett as Lili, Ryan Drummond as Paul, Bill Olson as Marco and Dyan McBride as Rosalie.