"You're going to see it in the fall," Wolfe told Playbill On-Line. "We did a big workshop of Act One and Two in October (2002). We're going to do another workshop in maybe June and probably go into rehearsal sometime in September."

The cast will feature Tonya Pinkins, Chuck Cooper and Veanne Cox, said Wolfe. Denis O'Hare was in the workshop, but may not be able to do the show, most likely due to his involvement in the Broadway production of Richard Greenberg's Take Me Out, which began at the Public.

Caroline or Change takes place in Louisiana in 1963, just before President Kennedy's assassination and during the Civil Rights movement. Caroline is the black maid of a Southern family, made up of a father, his new wife and the man's young son. The son's birth mother has recently died, and the stepmother is trying to establish a relationship with the child, who already has a close connection with Caroline. The title has a double meaning, referring to the myriad social changes swirling around the family and a family argument surrounding the spare change perpetually found in the boy's pants pockets.

Tesori previously said the show was written with the Jelly's Last Jam Tony Award-winner in mind. Pinkins played Muzzy in the La Jolla Playhouse tryout of Tesori's Thoroughly Modern Millie. She was also Tony nommed for Play On!

Cooper won a Tony Award for his performance as a brutal pimp in The Life. The ubiquitous Cox was last seen Off-Broadway in House and Garden at Manhattan Theatre Club. Kushner is the Pulitzer Prize-winning playwright of the two-part "gay fantasia on national themes," Angels in America. Each part snagged the Tony Award for Best Play: Millennium Approaches in 1993 and Perestroika in 1994. Public producing artistic director Wolfe directed both parts on Broadway, winning a Tony in '93 and getting nommed in '94.

"The surprising thing about Tony's text," Tesori said during an Oct. 2, 2002, break from studio sessions creating the musical's charts, "is that it's something you investigate rather than just 'set' [to music]. It's a piece that has revealed itself."

The journey, as she calls it, has taken more than two years to the current script. "It's not an adaptation, so there's freedom within the box of the story to express and experiment," she said. Tesori is also handling vocal arrangements. A handful of orchestrators are expected to be involved.

"It's a very personal story by Tony," Tesori said in spring 2002. "It has gone through its shifts as we've worked through the first act and into the second act...I think his work is absolutely extraordinary on it. It's the first collaboration I've had with George. It's kind of like a dream. It's not an easy time, only because I think all of us are very challenging in the room. We're all strong and we all have a lot to say. All of that energy in one room, there's a lot of bouncing that goes around: ideas and thoughts and comments. But it's a joyous place to be."

Is it autobiographical for Southern-Jewish Kushner?

"It's semi-," she said. "This is really for him to say, but there are certainly parts that he's taken from his life and his knowledge of Lake Charles [Louisiana]. We are approaching it as a complete narrative that's somewhat divorced from his experience. It helps that I don't know him — I know him well now, but I didn't at the start, so I've brought a kind of new eye to it and a new way of storytelling that I have not done at all, or come close to. [The sounds] are so rich: It's Southern and it's '63 in the pop world and the world of black women and the Jewish household and the world of the boy. It's an embarrassment of riches [musically]."

At one time, the show was expected for the Public's 2002-03 line-up.