Act I In New York in 1959, theatre producer
Max Bialystock opens
Funny Boy, a musical version of
Hamlet. Reviews are overwhelmingly negative, and the show closes after one performance ("Opening Night"). Max, who was once called the King of Broadway, tells a crowd of down-and-outs of his past achievements and vows to return to form ("King of Broadway"). The next day,
Leo Bloom, a mousy accountant, comes to Max's office to audit his books. When one of Max's elderly female "investors" arrives, Max tells Leo to wait in the bathroom until she leaves. She plays a sex game with Max, who persuades her to give him a check to be invested in his next play, to be called "Cash". Leo reveals his lifelong dream to be a Broadway producer. After recovering from a panic attack caused by Max touching his blue blanket, Leo tells Max that he has found an accounting error in his books: Max raised $100,000 for
Funny Boy, but the play only cost $98,000. Max begs Leo to cook the books to hide the discrepancy; Leo reluctantly agrees. After some calculations, he realizes that, by bilking investors, a producer could profit more from a flop than from a hit. Inspired, Max proposes a scheme to find the worst musical ever written, hire the worst director and actors in New York, raise $2 million of investment from elderly women, produce the work on Broadway, close it after one night, and escape to
Rio de Janeiro with the money. However, Leo refuses to help Max with his scheme ("We Can Do It"). Leo's antagonistic boss, Mr. Marks, reprimands him for arriving at work six minutes late and calls him a nobody. While he and his miserable co-workers toil over accounts, Leo daydreams of becoming a Broadway producer ("I Wanna Be a Producer"). He realizes that his job is terrible, quits, and returns to Max ("We Can Do It" (reprise)). The next day, they search for the most offensive play they can find and discover
Springtime for Hitler: A Gay Romp with Adolf and Eva at Berchtesgaden, an admiring tribute to
Adolf Hitler written by ex-
Nazi soldier
Franz Liebkind. They go to the playwright's home in
Greenwich Village to get the rights to the play, where Franz is on the roof of his tenement with his
pigeons reminiscing about life back in Germany ("In Old Bavaria"). The producers get him to sign their contract by joining him in singing Hitler's favorite tune ("Der Guten Tag Hop Clop") and reciting the Siegfried Oath, under penalty of death, promising never to dishonor Hitler's spirit or memory. In doing so, Franz gives Hitler's middle name as "Elizabeth", explaining that his ancestors include "a long line of English
queens". At the townhouse of the flamboyant
transvestite and failing director
Roger De Bris, Roger and his domestic partner
Carmen Ghia initially decline the offer to direct because of the serious subject matter. After much persuading and invoking the possibility of a Tony Award, Roger relents and tells the producers that the second act must be rewritten so the Germans win
World War II while also insisting that the play be more "
gay" ("Keep It Gay"). Max and Leo return to the office to meet
Ulla, a beautiful Swedish woman who wants to audition for their next play ("When You've Got It, Flaunt It"). The producers are impressed, mostly by her sex-appeal, and hire her as a clerical worker. Max leaves to raise $2 million to produce
Springtime for Hitler by calling on elderly women from all over New York ("Along Came Bialy"), and succeeds at raising the money ("Act I Finale").
Act II Leo and Ulla are left alone in Max's office, which she has "redecorated", and they start to fall in love ("That Face"). Max walks in and sees the tempting form of Ulla's covered behind ("That Face" (reprise)). At the auditions for the role of Hitler, Roger rejects one actor after another in summary fashion. Finally, a frustrated Franz performs his own jazzy rendition of "Haben Sie Gehört Das Deutsche Band?", at the end of which Max approves Franz's audition. Opening night arrives ("Opening Night" (reprise)), and after Leo curses the production by wishing everyone "good luck" rather than the traditional "break a leg" ("You Never Say 'Good Luck' on Opening Night"), Franz literally breaks his leg falling down the stairs. Roger is the only one other than Franz who knows the part of Hitler, and he rushes to the dressing room to get ready. The curtain rises, and Max and Leo watch the opening number ("
Springtime for Hitler"), which shocks the audience, before sneaking away. Unfortunately, Roger plays Hitler so flamboyantly that the audience mistakes the show for satire, and it becomes a surprise smash. Back at the office, Max and Leo are horrified that the
IRS will learn of their actions as they read positive critical reviews for
Springtime ("Where Did We Go Right?"). Roger and Carmen come to congratulate them, only to find them fighting over the accounting books. Franz bursts in, waving a pistol, outraged by Roger's portrayal of Hitler. Fearful for his life, Max suggests that Franz shoot the actors instead of the producers as a way to close the show. The police are summoned by the commotion and arrest Franz, who breaks his other leg while trying to escape. They also arrest Max and take the books. As Leo hides, Ulla finds him and persuades him to take the $2 million and run off to Rio with her. In jail awaiting trial, Max receives a postcard from Leo, now living in Rio and having
eloped with Ulla. Feeling betrayed, he recounts the events of the story ("Betrayed"). At his trial, Max is found "incredibly guilty", but Leo and Ulla arrive in the nick of time. Leo turns in the stolen money and tells the judge that Max is a good man who has never hurt anyone despite his swindling, and the only man he has ever called a friend ("'Til Him"). Touched by their friendship, the judge decides not to separate the partners, sending them and Franz to
Sing Sing prison together for five years. In prison, they write a new musical entitled "
Prisoners of Love", and they are pardoned by the governor of New York for bringing joy into the lives of their inmates by having them act in the play. Soon after taking
Prisoners of Love to Broadway, with Roger and Ulla in the main roles, Leo and Max become successful producers and walk off into the sunset ("Leo & Max"). Everyone comes back for one last song, telling the audience to leave ("Goodbye!"). ==Musical numbers==