Directed by Thomas Sabella-Mills, the production features music direction by David Bishop.
The cast includes Vanessa Lemonides, Oakley Boycott, Jeffrey Arnold Wolf, Robin Haynes, William Coyne, Rob Lorey and Peter Davenport with Joan Barber, Terrence Clowe, Matt Conti, Christie Dabreau, Matt Dumont, Preston Ellis, Jeannette Fitzpatrick, Judah Gavrah, Staci Jo Johnston, Allison Maldanado, Peter Mills, Aaron Ricciardi, Jacob L. Smith and Chris Woods.
The musical is described as such: "Hope (Vanessa Lemonides) and Gloria (Oakley Boycott) are ushers at a New York movie palace in the 1930s and movie mogul L. Z. Governor (Jeffrey Arnold Wolf) wants to groom one of them for stardom. He leaves the details to his nephews who bring the wrong one to Hollywood while their Uncle is in Vienna to consult with Dr. Traurig (Robin Haynes). LZ returns, sees the finished film, co-starring Byron Prong (William Coyne) Tinsel town’s biggest egomaniac, scraps the whole thing, fires Hope and the nephew most responsible, Rudolf (Rob Lorey) and re-shoots the film with talent-free Gloria. The resulting disaster prompts Nephew Ralph (Peter Davenport) to attempt a 'palace coup.' But Rudolf has rescued Hope's movie and its release saves the Studio and 'solidifies' their romance."
Fade Out – Fade In has a book and lyrics by Betty Comden and Adolph Green and music by Jule Styne. The original production, which opened May 26, 1964, and ran 274 performances, starred Carol Burnett, Dick Patterson, Lou Jacobi, Jack Cassidy and Tina Louise. George Abbott directed.