From February 11 to 14, 1999, New York City Center’s Encores! series presented a limited-run revival of Babes in Arms under the direction of Kathleen Marshall. The cast, including David Campbell, Perry Laylon Ojeda, Erin Dilly, Melissa Rain Anderson, Matthew Ballinger, Kevin Cahoon, Christopher Fitzgerald, Scott Irby-Ranniar, Cartier Anthony Williams, Shaun Powell and Jessica Stone, recorded this album on August 30 and 31 at DRG studios in New York City under the musical direction of Rob Fisher. The album was released later that year, on November 16.