Schoenfeld and McPherson had collaborated on a record more than two decades earlier but lost touch until McPherson, now a Massachusetts housewife, encountered her former partner singing on a Brooklyn street corner as a means of support. She invited him to live with her and her family, and the two began to write songs based on Schoenfeld's experiences. They eventually wrote the plot with elements of "Annie", "Madame Butterfly", "Movin' Out", "Rent", and every fairy tale that ever ended happily ever after.