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"Ain't Misbehavin'" was also a book by Murray Horwitz and Richard Maltby Jr. Thee shows music by various composers and lyricists as arranged and orchestrated by Luther Henderson. Ain't Misbehavin' opened in the Manhattan Theatre Club's East 73rd Street cabaret. The cast included Irene Cara, Nell Carter, André DeShields, Armelia McQueen, and Ken Page and was staged by Arthur Faria. The New York Times reviewer wrote: "The show moves with the zing and sparkle of a Waller recording-filled with bright melodies and asides." Its reception was such that it was decided to develop it into a full-scale production.
The musical is a tribute to the Black musicians of the 1920s and 1930s who were part of the Harlem Renaissance, an era of growing creativity, cultural awareness, and ethnic pride, and takes its title from the 1929 Waller song "Ain't Misbehavin'." It was a time when Manhattan nightclubs like the Cotton Club and the Savoy Ballroom were the playgrounds of high society and Lenox Avenue dives were filled with piano players banging out the new beat known as swing. Five performers present an evening of rowdy, raunchy, and humorous songs that encapsulate the various moods of the era and reflect Waller's view of life as a journey meant for pleasure and play.
The musical opened on Broadway at the Longacre Theatre on May 9, 1978 and transferred to the Plymouth Theatre and then to the Belasco Theatre. The West End production opened on March 22, 1979, at Her Majesty's Theatre and closed on February 21, 1982, after 1604 performances and fourteen previews. On June 21, 1982, NBC broadcast the revue with the original Broadway cast.