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The annual Spelling Bee competition in Putnam County is co-hosted by smarmy quizmaster and Vice-Principal, Douglas Panch and his vivacious honey-blonde “assistant”, Rona Perretti. Also in attendance is a “Comfort Counsellor” in case any of the teenagers cannot cope with being eliminated from the competition.
The six finalists are: Logainne Schwarzangrubenniere, who suffers a speech impediment and is invariably given words like “cystitis” and “sluices” (she is also the child of two gay Dads, hence her extended surname); loathsome know-it-all William Barfee, who spells his words using a “magic foot” technique, and comes to grief when his shoe sticks to the floor; poor Olive Ostrovsky whose mum has gone off to an ashram and whose Dad hasn’t turned up to watch, leaving her to create her own fantasy world of parental support; over-achieving Marcy Park who speaks six languages and isn’t allowed to cry; Chip Tolentino who loses concentration due to his erection every time he sees a girl in the audience; and Leaf Coneybear, who was the second runner-up in his school, but the two students ahead of him are unable to attend because the competition clashes with a Bat Mitzvah.
Despite a series of comical mishaps and over-eager parental interference, the competition finally comes to a satisfactory conclusion.

The musical was based upon C-R-E-P-U-S-C-U-L-E, an original improvisational play created by Rebecca Feldman and performed by The Farm, a New-York-based improvisational comedy troupe. Sarah Saltzberg, Wendy Wasserstein's weekend nanny, was in the original production, and Wasserstein recommended that Finn see the show. Finn brought Rachel Sheinkin on board, and they worked together with Feldman to transform "C-R-E-P-U-S-C-U-L-E" into a scripted full-length musical.

Spelling Bee was workshopped and developed at the Barrington Stage Company (BSC), Massachusetts, where Julianne Boyd is the Artistic Director, in two different stages. In February 2004, a workshop was done in which a first act and parts of a second act were created – this stage of the process was directed by Michael Barakiva and Feldman. The script was fleshed out and the show was given a fuller production in July 2004, directed by Feldman and Michael Unger. Dan Knechtges choreographed the workshop, summer productions, and the Broadway production. Dana Harrel produced both productions as the Producer of Stage II at BSC. Several cast members, Dan Fogler, Jay Reiss, and Sarah Saltzberg remained from C-R-E-P-U-S-C-U-L-E. Robb Sapp (later replaced by Jose Llana when Sapp moved on to Wicked), Dashiell Eaves (replaced by Derrick Baskin), Jesse Tyler Ferguson, Celia Keenan-Bolger (joined as Olive Ostrovsky in the summer), Lisa Howard, and Deborah S. Craig were added to the cast, and a full script was created.

The musical moved Off-Broadway to the Second Stage Theatre, opening on January 11, 2005 in previews, officially on February 7, 2005, and closed on March 20, 2005,[2] where it enjoyed critical and box-office success.

Spelling Bee premiered on Broadway at the Circle in the Square Theatre on April 15, 2005 and closed on January 20, 2008 after 1,136 performances.[3] The director was James Lapine and the choreographer Dan Knechtges. The show won Tony Awards for Best Book (Rachel Sheinkin) and Best Featured Actor (Dan Fogler).

"The Twenty-Fifth Annual Putnam County Spelling Bee" – Company
"The Spelling Rules"/"My Favorite Moment of the Bee" – Rona and Company
"My Friend, the Dictionary" – Olive and Company
"The First Goodbye" – Panch and Spellers
"Pandemonium" – Panch, Spellers and Mitch
"I'm Not That Smart" – Leaf, Spellers and Panch
"The Second Goodbye" – Panch and Spellers
"Magic Foot" – Barfée, Rona and Company
"Pandemonium (Reprise)"/"My Favorite Moment of the Bee (Reprise)" – Rona and Company
"Why We Like Spelling" – Spellers
"Prayer of the Comfort Counselor" – Mitch, Panch and Spellers
"My Unfortunate Erection (Chip's Lament)" – Chip
"Woe is Me" – Logainne, Carl, Dan and Company
"I'm Not That Smart (Reprise)" – Leaf
"I Speak Six Languages" – Marcy, Rona and Girls
"The I Love You Song" – Olive, Olive's Parents, and Panch
"Woe is Me (Reprise)" – Logainne and Mitch
"My Favorite Moment of the Bee (Reprise)"/"Second" – Rona, Panch, Barfée, Olive and Company
"Finale" – Rona and Company
"The Last Goodbye" – Company

Major characters
Vice Principal Douglas Panch: After five years' absence from the Bee, Panch returns as judge. There was an "incident" at the Twentieth Annual Bee, but he claims to be in "a better place" now, thanks to a high-fiber diet and Jungian analysis. He is infatuated with Rona Lisa Peretti, but she does not return his affections.
Rona Lisa Peretti: The number-one realtor in Putnam County, a former Putnam County Spelling Bee Champion herself, and returning moderator. She is a sweet woman who loves children, but she can be very stern when it comes to dealing with Vice Principal Panch, who has feelings for her that she most likely does not return. It is implied that she sees much of herself in Olive Ostrovsky. Her favorite moment of the Bee is in the minutes before it starts, when all the children are filled with the joy of competition, before they begin to resent each other. She later declares that she likes how everyone has an equal chance of winning, citing as an example that last year's winner can be this year's loser and vice versa. Another favorite moment is when the last winners go head to head for the top spot because it is so suspenseful and filled with hope. Ms. Peretti herself won the Third Annual Putnam County Spelling Bee by spelling "syzygy," which she recounts at the very beginning of the opening number.
Olive Ostrovsky: A young newcomer to competitive spelling. Her mother is in an ashram in India, and her father is working late, as usual, but he is trying to come sometime during the bee. She made friends with her dictionary at a very young age, helping her to make it to the competition.
William Barfée: A Putnam County Spelling Bee finalist last year, he was eliminated because of an allergic reaction to peanuts. His famous “Magic Foot” method of spelling has boosted him to spelling glory, even though he only has one working nostril and a touchy personality. He has an often-mispronounced last name: it is Bar-FAY, not BARF-ee ("there's an accent aigu," he explains with some hostility). He develops a crush on Olive.
Logainne SchwartzandGrubenierre: Logainne is the youngest and most politically aware speller, often making comments about current political figures, with two overbearing homosexual fathers. She is somewhat of a neat freak, speaks with a lisp, and will be back next year.
Marcy Park: A recent transfer from Virginia, Marcy placed ninth in last year’s nationals. She speaks six languages, is a member of all-American hockey, a championship rugby player, plays Chopin and Mozart on multiple instruments, sleeps only three hours a night, hides in the bathroom cabinet, and is getting very tired of always winning. She is the poster child for the Over-Achieving Asian, and attends a Catholic school called "Our Lady of Intermittent Sorrows." She is also not allowed to cry.
Leaf Coneybear: A homeschooler and the second runner-up in his district, Leaf gets into the competition on a lark: the winner and first runner-up had to go to the winner’s Bat Mitzvah. Leaf comes from a large family of former hippies and makes his own clothes. He spells words correctly while in a trance. In his song, "I'm Not That Smart", he sings that his family thinks he is "not that smart," but he insinuates that he is merely easily distracted. Most of the words that he is assigned are South American rodents with amusing names.
Charlito "Chip" Tolentino ("Tripp Barrington" in the original workshop, "Isaac 'Chip' Berkowitz" in the Chicago production): A boy scout and champion of the Twenty-Fourth Annual Putnam County Spelling Bee, he returns to defend his title. Relatively social and athletic (he plays little league and is a boy scout), Chip expects things to come easily but he finds puberty hitting at an inopportune moment.
Mitch Mahoney: The Official Comfort Counselor. An ex-convict, Mitch is performing his community service with the Bee, and hands out juice boxes to losing students.
Three or four spellers from the audience: Audience members are encouraged to sign up to participate before the show, and several are chosen to spell words on stage. In touring productions, local celebrities are sometimes selected.

Minor characters (the cast doubles these)
Carl Grubenierre: One of SchwartzandGrubenierre’s fathers; he has set his heart on his little girl winning the Bee, no matter what he has to do, including sabotaging William’s foot. Played by the actor who plays Leaf.
Dan Schwartz: SchwartzandGrubenierre’s other father; he is slightly less insane than Carl but is still intent on his daughter winning the Bee. Played by the actor who plays Mitch.
Leaf's Dad: Doubtful and finds his son annoying and unintelligent. Played by the actor who plays Will Barfée.
Leaf’s Mom: Overprotective and doubtful of her son’s abilities to stand up to the competition. Played by the actress who plays Logainne.
Leaf’s Siblings: Marigold, Brooke, Pinecone, Landscape, Raisin, and Paul: Not very confident of Leaf’s abilities. Played by the actors who play Olive, Marcy, Chip, and the volunteer spellers.
Olive’s Mom and Dad: She is in India, he is working late, but they appear in Olive’s imagination to encourage her and tell her they love her. Played by the actors who play Miss Peretti and Mitch.
Jesus Christ: Appears to Marcy in a moment of crisis. Played by the actor who plays Chip. When this actor is Asian (as he has been in the Boston, New York and San Francisco productions), a line to that effect is added.

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