Michael Stewart wrote the original book to the 1961 musical, which has a score by Bob Merrill. The story concerns an orphan who joins a European sideshow where she falls in love with a disabled puppeteer. It was based on the 1953 Leslie Caron film "Lili."

Producer Julian Schlossberg has bought the rights to the show following a successful concent version at City Center's Encores! He told Playbill On-Line at the time that he wanted to stage the musical on Broadway. The mounting would be a full-scale production, not a copy of the concert version Encores! presented.

Asked if this would prove another Encores! false alarm, Schlossberg said "I'm very serious. I know other producers have said they wanted to bring Encores! shows to Broadway, and then didn't, but I have 25 shows under my belt and I don't think there's been one where I've said I'm going to bring it to Broadway and I didn't."

Debbie Gravitte, Brian Stokes Mitchell, Douglas Sills and Ann Hathaway starred in the Encores! Carnival, which also featured the puppets of the Jim Henson company. Kathleen Marshall directed.

Schlossberg previously said he hopes to keep all the major personnel of the Encores! show, including Gravitte, Mitchell, Sills and Hathaway, director Marshall and the Henson puppets. To date, the only Encores! shows to transfer to Broadway have been Chicago and Wonderful Town.