One morning, Sid awoke with the idea to create a show with his marionettes for adults only,[1] complete with music, comedy, horror, celebrities and topless puppets.

The Kroffts had previously been the opening act for entertainers like Judy Garland and Sammy Davis Jr., so they were able to get many celebrities to record voices for their puppets.

The lavish production cost $200,000[5] to produce; the elaborate sets took three months to install and included a revolving theatre, elevators, an ice-skating rink and waterfall.

[1] The Reverend Billy Graham caught the premiered World's Fair performance of the show and immediately denounced it, complaining that the "women don't wear bras".

This anti-endorsement, coupled with a write-up in Time magazine,[5] resulted in the show taking in record crowds — the Kroffts claimed that tickets were scalped, and the performances were so packed that they couldn't let in personal friends.