Based on the 1960 novella by Elizabeth Spencer, the show is set in the 1950s and tells the story of Margaret Johnson, a wealthy woman from the American South, and Clara, her daughter, who is developmentally disabled due to a childhood accident.

After 36 previews, the Broadway production opened on April 18, 2005, at the Vivian Beaumont Theater in Lincoln Center, where it ran for 504 performances and closed on July 2, 2006.

The musical was directed by Bartlett Sher, choreographed by Jonathan Butterell, with lighting by Christopher Akerlind, set by Michael Yeargan and costumes by Catherine Zuber.

On June 15, 2006, shortly before its closing night, the show was broadcast on the PBS television series Live from Lincoln Center, and drew more than two million viewers.

[2] A United States national tour starring Christine Andreas as Margaret, Elena Shaddow as Clara, and David Burnham as Fabrizio started at the Orpheum Theatre in San Francisco, California, in August 2006 and ended in Chicago on July 22, 2007.

The cast consisted of members of the Australian company of The Phantom of the Opera, with Jackie Rees as Margaret, Kathleen Moore as Clara and James Pratt as Fabrizio.

[4] In the summer of 2008, Guettel reconfigured the musical as a smaller chamber piece for the Weston Playhouse Theatre Company in Vermont, where Sarah Uriarte Berry reprised her role as Franca.

It starred Jill Gardner as Margaret and Sarah Jane McMahon as Clara, directed by Dorothy Danner and conducted by James Allbritten.

It starred Christopher Callen as Margaret, Brooke Tansley as Clara, and Craig D' Amico as Fabrizio (all Broadway veterans) under the direction of Brady Schwind.

[13] A highly acclaimed production at Theo Ubique Cabaret Theater in Chicago opened on March 11, 2012, starring Kelli Harrington as Margaret and Rachel Klippel as Clara.

[20] The musical was produced in London at Royal Festival Hall from June 14, 2019 to July 6, starring Renée Fleming as Margaret Johnson and Dove Cameron as Clara.

[21] This production then moved to the Dorothy Chandler Pavilion in Los Angeles in October, the Lyric Opera of Chicago in December with Solea Pfeiffer taking over as Clara.

[23] In the early morning of their first day in Florence, Margaret reads to Clara from her guide book as the piazza around them wakes up and comes to life ("Statues and Stories").

The two are instantly smitten, but Margaret steers her daughter away from the encounter, bringing her to the Uffizi Gallery where the marble statues and reaching figures in the paintings speak to Clara of her own yearnings ("The Beauty Is").

When Clara was a young girl, she was kicked in the head by a Shetland pony, and the accident has caused her mental and emotional abilities to develop abnormally.

As the family despairs, Signora Naccarelli translates in an aside; Fabrizio believes he has ruined everything with Clara, his father attempts to comfort him, and Giuseppe and Franca desire finer details ("Aiutami").

Clara is instructed in the Latin catechism in preparation for converting to Catholicism while around her everyone in the extended family sings of their feelings, stirred up by the immediate presence of such intense, young love ("Octet Part 1").

With Clara sobbing and broken, alone in one of the pews of the church, Margaret reveals her worst fears and her shame at having been the source of her daughter's lifelong suffering.

Seemingly unconcerned with her immaturity or her handwriting, Signor Naccarelli admits that he saw Clara write her age on the forms – 26 – and that this makes her an unsuitable bride for his son who is only 20.

"[25] Michael Feingold, in his review for the Village Voice, commented: "It has some considerable shortcomings...but its main distinction is that its humanity separates it from the bulk of current musical theater.

"[26] Critic John Simon, in New York magazine, wrote: "Anyone who cares about the rather uncertain future of this truly American genre should – must – see the show, think and worry about it, and reach his or her own conclusions ... Craig Lucas's book seems perfectly adequate to me, but the emphasis must be on Adam Guettel's music and lyrics ... the music, though fluctuating between the Sondheimesque and offbeat but still Broadwayish and the art-songlike and even operatic, is steadily absorbing, even if only intermittently melodious.

"[27] Ben Brantley, in The New York Times, deemed the show "encouragingly ambitious and discouragingly unfulfilled... the production comes into its own only in the sweetly bitter maternal regrets and dreams of Margaret Johnson."

[28] In reviewing the revival starring Renee Fleming in 2019, Chris Jones said the show employed, "the most soul-satisfying score written for Broadway so far this century."