Upon emigrating to the United States in the mid-1930s, Kurt Weill changed compositional directions as a matter of necessity. Having been primarily an operatic composer in his native Germany, he was now faced with a deficit of opportunities (the only major opera company, The Metropolitan, only ran a four-month season, and rarely performed new works) that made his prospects for success daunting. He therefore turned to America's native brand of stage composition, the Broadway musical.

Lady in the Dark was Weill's third and most experimental undertaking in this new (at least to him) genre. The text, by Moss Hart (lyrics by Ira Gerswin), was inspired by the writer's own sessions with Freudian psychoanalyst Lawrence Kubie. The plot centers around a woman who, over the course of several sessions with her therapist, discovers the source of her current unhappiness buried under layers of consciousness. Scenes in the therapists chair are alternated with dream sequences, which consist of elaborate music and dance numbers. Producer Sam Harris spared no expense on the show, the budget of which eventually grew to an astronomical $127,715 (which, thankfully, was more than made up for—even before opening night—with the sale of the movie rights to Paramount).

For the changes between dream sequence and reality, set designer Harry Horner devised a pair of large, hand-operated turntables upon which the sets stood, one of which included a fourteen-foot tall plastic wedding cake. The casting was equally elaborate, with twenty characters, a chorus of thirteen, ten dancers, eleven children, a twenty-piece orchestra, and a stage crew forty-one strong. The lead was played by Gertrude Lawrence, who delivered "The Saga of Jenny"—one of the enduring hits from the show—with provocative bumps and grinds that brought the house down. Her costars included Hollywood celebrity Victor Mature, as well as a then-unknown Danny Kaye, who incited thunderous laughter with his machine-gun delivery of fifty Russian composer's names in less than sixty seconds.

Lady in the Dark was ambitious in its subject matter, as well as its production scale. Not only did it forge new ground by exploring the then still-mysterious world of psychoanalysis; its heroine, an ambitious, successful businesswoman, was a daringly independent and assertive role model for women of the early 1940s. She had never sought or needed a man's help with anything before finding herself on the therapist's couch. The risks paid off—Lady in the Dark ran two seasons, for a total of 777 performances. The film version was also successful, though many of Weill and Gershwin's songs ended up on the cutting room floor.

While the Broadway run garnered praise from theater critics, music critics were less enthusiastic. Many saw Weill as a promising European composer who had "sold-out" to Broadway when he arrived in America. Weill had heard the same complaints after the unexpected popular success of Die Dreigroschenoper in 1928, and saw such criticism as the kind borne of petty jealously. Still, the notion of the "two Weills," one a serious, progressive German and the other a lowbrow Broadway composer for the masses, would plague Weill and his music for decades to come.

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