The first production of the show opened at The Old Globe Theater in San Diego, California, on July 17, 2009, in previews, through August 23, 2009,[1] prior to a projected Broadway engagement.

The book was by Rupert Holmes, with a score by the "one-time only reunited" Holland-Dozier-Holland songwriting team from 1960s Motown soul music fame.

[5] The principal cast in the San Diego production originally included Karen Ziemba as Annie, Adriane Lenox as Elise, Barbara Walsh as Brenda, John Dossett as Aaron, Kevyn Morrow as Bill, Brad Oscar as Morty, Sara Chase as Trophy Wife, and Sam Harris as Duane.

[citation needed] The musical was reworked and opened in Chicago in March 2015 at the Oriental Theatre with a book re-written by Linda Bloodworth-Thomason of Designing Women.

[10][11] Originating producers, Jonas Neilson and Paul Lambert, teamed with Elizabeth Williams and John Frost, and brought on Simon Phillips to direct.