[2] The Earl Carroll Theatre opened on December 26, 1938, with a lavish revue, "Broadway to Hollywood," which featured sixty showgirls ascending 100 treads of stairs to a height of 135 feet.

Many Hollywood celebrities were in attendance including Marlene Dietrich, Dolores del Río, the J. L. Warners, Richard Barthelmess, Sally Eilers, Edgar Bergen, Claudette Colbert, Constance Bennett, Errol Flynn, Lili Damita, William Gargan, Jackie Coogan, Betty Grable, Mary Livingstone, Phil Harris, Conrad Nagel, Mary Brian, Darryl Zanuck, David O. Selznick, and Norman Krasna.

The theater-restaurant accommodated 1,200 diners [3]: 39  and offered shows on a massive stage with a 60-foot (18 m) wide double revolving turntable and staircase and swings that could be lowered from the ceiling.

The building's façade was adorned by what at the time was one of Hollywood's most famous landmarks: a 20-foot-high (6.1 m) neon head portrait of entertainer Beryl Wallace, one of Earl Carroll's "most beautiful girls in the world", who became his devoted companion.

Another prominent exterior feature was the "Wall of Fame", on which were mounted more than a hundred individual concrete blocks autographed by Hollywood celebrities, including some of the biggest stars of the 1930s and 1940s.

In 1939, Life magazine described the new building: "exhibits an ultramodern, super-streamlined interior with a patent-leather ceiling, 10,000 colored zeon lights, a 15-ft. statue, an acre of burgundy carpet."

[3]: 39 Later achieving various degrees of fame in films and on television, Jean Spangler, Mara Corday, Yvonne De Carlo, Phyllis Coates, Maila Nurmi, Gloria Pall, Tyra Vaughn, and Mamie Van Doren were some of the showgirls who performed there.

The facility was a popular night spot for many of Hollywood's most glamorous stars and powerful film industry moguls such as Darryl Zanuck and Walter Wanger, who sat on the Earl Carroll Theatre's board of governors.

It was accordingly redecorated in the psychedelic art style by the London-based Dutch design collective The Fool, which also created iconic late-1960s graphics for the Beatles, Cream with Eric Clapton, Procol Harum and other patrons.

[8] On Mondays, when the Hair company had its day off, the theater was still sometimes used for rock concerts and the Aquarius consequently became famous for performances there by The Doors on July 21 & 22, 1969, the live recordings of which were later issued commercially.

[1][16] On September 25, 2019, Thaddeus Hunter Smith, a former owner of the nearby Fonda Theatre, and his business partner Brian Levian announced that they had signed a ten-year lease "with the intention of not only restoring the building’s original facilities, but also transforming the site into an entertainment complex, with spaces for concerts, stage shows, movie premieres, and other specialized events," The Architect's Newspaper reported.