The musical is set in Louisiana in 1963, just before President Kennedy's assassination and during the Civil Rights movement. Caroline is the black maid of a Southern Jewish 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.

With Book and Lyrics by Pulitzer and Tony Award Winner Tony Kushner ("Angels in  America"), music and lyrics by Jeanine Tesori ("Thoroughly Modern Millie"/2002 Tony Award for best Musical) and directed by George C. Wolfe ("Angels in America," "Bring in 'Da Noise, Bring in Da' Funk"), "Caroline or Change" played to rave reviews.