Resembling a music hall production more than a book musical, the allegorical plot examines the maintenance of the status quo between the upper and lower classes of British society in the 1960s. Since Sir forever is changing the rules of the game of life, downtrodden young Cocky always gets the short end of the stick. Assisting Sir is his eager disciple Kid, anxious to pick up bits of wisdom while helping keep Cocky in his place.
With this project, Bricusse and Newley had hoped to match the success of their 1962 hit Stop the World - I Want to Get Off. The show toured the UK in anticipation of a London opening, but audience interest was minimal, and it never reached the West End. American theatre producer David Merrick saw it in Liverpool and, aware production costs could be kept low, decided to bring it to the States, starting with a lengthy national tour. An original cast recording was released by RCA Victor long before the show reached New York City, and Tony Bennett's version of "Who Can I Turn To?" proved to be a hit that kept the show in the public's awareness. The tour was so successful that most of Merrick's investment was paid back while the show was on the road. It was the 1964 UK production of the musical in which Elaine Paige made her first professional appearance on stage.
After seven previews, the Broadway production, directed by Newley and choreographed by Gillian Lynne, opened on May 16 1965 at the Shubert Theatre, where it ran for 231 performances. The cast included Newley as Cocky, Cyril Ritchard as Sir, and newcomer Sally Smith as Kid, with Joyce Jillson in a supporting role.
In addition to Bennett, Newley and Dusty Springfield had hit recordings of "Who Can I Turn To?"
"Feeling Good" has been covered by a number of artists, including Sammy Davis, Jr., Nina Simone, Yard Dogs Road Show, Muse, Michael Bublé, and The Pussycat Dolls. "Look at That Face" was recorded by Carmen McRae, Mel Tormé, and Barbra Streisand.