- Nathan Lane - Max Bialystock
- Matthew Broderick - Leo Bloom
- Gary Beach - Roger De Bris
- Roger Bart - Carmen Ghia
- Cady Huffman - Ulla
- Brad Oscar - Franz Liebkind
- Eric Gunhus - Lead Tenor Stormtrooper
- Peter Marinos - Bryan/Jack Lepidus/Judge
- Ray Wills - Kevin/Jason Green/Mr. Marks
- Jeffry Denman - Scott/Donald Dinsmore/Guard
- Kathy Fitzgerald - Shirley Markowitz/Jury Foreman
In New York in 1959, Max Bialystock opens "Funny Boy", a musical version of Hamlet. It is terrible, and the show closes after one performance. 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.
The next day, Leo Bloom, a mousy accountant, comes to Max's office to audit his books. When one of Max's "investors" arrives, Max tells Leo to wait in the bathroom until she leaves. The investor is a little old lady. She plays a sex game with Max, who eventually persuades her to give him a check to be invested in his next play, to be called "Cash". Leo reveals his lifelong dream: he's always wanted to be a Broadway producer. After a panic attack when Max touches 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 "under the right circumstances, a producer could actually make more money with a flop than he can with a hit. ... You could've raised a million dollars, put on your $100,000 flop, and kept the rest!" Max proposes the ultimate scheme:
Step 1: We find the worst play ever written. Step 2: We hire the worst director in town. Step 3: We raise two million dollars. ... One for me, one for you. There's a lot of little old ladies out there! Step 4: We hire the worst actors in New York and open on Broadway and before you can say Step 5: We close on Broadway, take our two million, and go to Rio.
However, Leo refuses to help Max with his scheme. When he arrives at work 6 minutes late, Leo's horrid boss, Mr. Marks, reminds him that he is a nobody. While he and his miserable co-workers slave over accounts, Leo daydreams of becoming a Broadway producer. He realizes that his job is terrible, quits, and returns to Max. The next day, they look for the worst play ever written. Finally, Max finds the sure-fire flop that would offend people of all races, creeds, and religions: Springtime for Hitler: A Gay Romp with Adolf and Eva at Berchtesgaden written by Franz Liebkind, which Max describes as "a love letter to Hitler". They go to the playwright's home in Greenwich Village to get the rights to the play. Ex-Nazi Franz is on the roof of his tenement with his pigeons reminiscing about the grand old days. The producers get him to sign their contract by joining him in singing Adolf Hitler's favourite tune and reciting the Siegfried Oath, promising never to dishonor "the spirit and the memory of Adolf Elizabeth Hitler", if broken means 'death'.
Next, they go to the townhouse of flamboyant homosexual Roger De Bris, the worst director in New York. At first, Roger and his "common law-assistant" Carmen Ghia decline the offer to direct because of the serious subject matter. After much persuading and invoking the possibility of a Tony award, Roger agrees and tells them the second act must be rewritten so the Germans win World War II. Max and Leo return to the office to meet a Swedish bombshell who wants to audition for their next play: Ulla Inga Hansen Benson Yansen Tallen Hallen Svaden Swanson. She auditions for them and the producers are impressed, mostly by her beauty, and hire her to be their "secretary-slash-receptionist". Max leaves to raise two million dollars for "Springtime for Hitler" by calling on all the little old ladies in New York, which he does.
Leo and Ulla are left alone in Max's office (redecorated by Ulla), and they start to fall in love. Max walks in and sees the perfect form of Ulla's covered behind.
At the auditions for the title role, Hitler, one terrible actor after another is rejected by Roger in summary fashion. Finally, Franz performs his own jazzy rendition of "Haben Sie Gehört Das Deutsche Band", at the end of which Max stands up and shouts, "That's our Hitler!". Opening night arrives, but the last moment, Franz falls down the stairs and breaks his leg. Roger is the only one 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 theatrical disaster unfold. Unfortunately, Roger's performance is so camp and outrageous, the audience mistakes it for satire, and the show becomes the talk of the town. Back at the office, Max and Leo are near-suicidal. Roger and Carmen come to congratulate them, only to find them fighting. Franz bursts in, waving a pistol, outraged by Roger's portrayal of his beloved Führer, since he took his own advice of keeping people happy quite too seriously. Cowardly Max suggests that he shoot the actors, not the producers. The police hear the commotion and take into custody Franz, who breaks his other leg trying to escape, Max, and the accounting books. Leo hides; Ulla finds him and persuades him to take the two million dollars and run off to Rio with her.
In jail awaiting trial, Max receives a postcard from Leo and feeling betrayed, recounts the whole show (including the intermission). At his trial, Max is found "incredibly guilty"; but the now-married Leo and Ulla arrive to tell the judge that Max is a good man who has never hurt anyone despite his swindling. The judge is touched by this and decides not to separate the partners, sending both (plus Franz) to Sing Sing prison for 5 years. In prison, they write a new musical entitled "Prisoners of Love", which goes to Broadway (starring Roger and Ulla), and they are pardoned by the Governor. Leo and Max become the kings of Broadway and walk off into the sunset. Everyone comes back for one last song, telling the audience that they have to leave.
- Act I
- "Opening Night" – Usherettes and Company
- "The King of Broadway" – Max and Company
- "We Can Do It" – Max and Leo
- "I Wanna Be a Producer" – Leo, Showgirls, and Accountants
- "We Can Do It" (Reprise) – Leo and Max
- "I Wanna Be a Producer" (Reprise) – Leo and Max
- "In Old Bavaria" – Franz
- "Der Guten Tag Hop-Clop" – Franz, Leo and Max
- "Keep It Gay" – Roger, Carmen, Max, Leo, Production Team, and Company
- "When You've Got It, Flaunt It" – Ulla
- "Along Came Bialy" – Max and Company
- "Act I Finale" – Max, Leo, Ulla, Franz, Roger, Carmen, Production Team, and Company
- Act II
- "That Face" – Leo and Ulla
- "That Face" (Reprise 1) – Leo and Max
- "A Wandering Minstrel I" - Jack Lapidus
- "Haben Sie gehört das deutsche Band?" - Jason Green
- "Haben Sie gehört das deutsche Band?" (reprise) – Franz
- "Opening Night" (Reprise) – Usherettes
- "You Never Say 'Good Luck' on Opening Night" – Roger, Carmen, Franz, Leo, and Max
- "Springtime for Hitler" (part 1) – Lead Tenor Stormtrooper, Bavarian Peasants, Tapping Brown-Shirts, Showgirls, Ulla, and Company
- "Heil Myself" – Roger, Ulla, Stalin, Churchill, and Roosevelt
- "Springtime for Hitler" (part 2) – Roger, Ulla, and Company
- "Where Did We Go Right?" – Leo and Max
- "That Face" (second reprise) – Ulla and Leo
- "Betrayed" – Max
- "Till Him" – Leo, Max, and Little Old Ladies
- "Prisoners of Love" – Roger, Ulla, and Company
- "Leo and Max" – Max, Leo, and Company
- "Goodbye!" – All