"A shady Broadway producer and his nerdy accountant concoct a scheme to overfinance a huge flop and pocket the excess budget, but the show unexpectedly becomes a smash. "

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NOTE: This Spoiler was sent in by WriterDudette who says... "I didn't personally think this version was very good. I've seen all three versions of this story: the original film, the musical, and now this. I'd say save the money and rent the original instead..."

The film opens in front of the Schubert theatre, where Max Bialystock's new show "Funny Boy" (a musical version of Hamlet) is having its opening night performance. The audience emerges, seemingly praising the show, but it soon becomes clear that this is exactly what they are not doing, particularly as the title of the song they sing is "The Worst Show in Town".

Cut to Leo Bloom (Matthew Broderick), an accountant, knocking on the door of Max's office. He carefully enters, looking around warily, and does not suspect Max Bialystock himself (Nathan Lane) to emerge, roaring, from where he was laying on a couch under several feet of newspapers and blankets. This instantly sends Leo into hysterics, who fishes out his blue blanket and begins soothing himself with it, as Max unintentionally does more and more things to frighten him. Eventually, he calms down and sets to work on Max's expenses collected for "Funny Boy". He then speculates that, given the right circumstances, a producer could make more money with a flop than he could with a hit. Max is fascinated by this idea and begins to concoct a scheme to produce a surefire flop on Broadway and then steal all the money, all summed up in the song "We Can do it". Leo, however, is less than thrilled by this idea, and spends the majority of the song running away from Max through a variety of locations in New York City.

Leo finally manages to lose Max in Central Park and makes his way to work, a dull office populated with miserable accountants and the grotesquely intense Mr. Marks (Jon Lovitz), the sort of fellow who humiliates Leo in front of all the other employees just for walking in six minutes late. Once Mr. Marks has left, however, Leo begins to fantasize about the life of a Broadway producer that Max has presented to him, complete with his name in lights and the obligatory scantily-clad chorus girls (who dance). He is so enthralled by this prospect that he quits his job on the spot, informing Mr. Marks that he is a "public certified asshole", and then he rushes off to join Max and help him in his wild scheme.

The next night is spent with the two of them poring over every play they can lay their hands on, in the hopes of finding a truly horrendous one. All hope seems lost, until Max comes across "Springtime for Hitler: a Gay Romp with Adolf and Eva at Berchtesgaden". It's foolproof. They quickly hurry off to find the playwright, who turns out to be a pigeon-loving veteran Nazi named Franz Liebkind (Will Ferrell). After forcing the duo to engage in the rather embarrassing German dance "The Guten Tag Hop-Clop" followed by a swearing of a Nazi oath, Franz signs the contract, and Max and Leo now set off to find the worst director.

The worst director arrives in the form of the flamingly gay Roger DuBris (Gary Beach), a drag queen who is concerned over whether his costume looks more like the Grand Duchess Anastasia or the Chrysler Building, aided by his equally feminine manservant, Carmen Ghia (played by a comically brilliant Roger Bart). Max begs Roger to direct "Springtime for Hitler", but Roger refuses, because he only directs "frivolous musicals". But with support from his creative team of almost offensively stereotypically gay coworkers, Roger is on the brink of being convinced. Now all Max needs to mention is the possibility of a Tony. (In what is quite possibly the funniest scene in the film, Roger starts moaning and groaning at this news, and Carmen announces that he is having a stroke. "OF GENIUS!") Max and Leo now have their play and their director.

Back at the office, they congratulate themselves on their new partnership and assure each other that nothing will ever come between them. This is, of course, completely thrown out the window when the blonde Swedish bombshell Ulla (Uma Thurman) enters the office, hoping for an audition. Her piece is the delightfully provocative "When You Got it, Flaunt it", complete with hip-shaking dance moves, scarf-trailing, and draping herself over every piece of furniture in the office. When she is done, Max informs her that even though he and Leo are sitting down, they're giving her a standing ovation. They secure her a part in the show and then, on a whim, hire her as their own personal secretary.

Leo is still concerned as to how Max will secure the two million dollars needed to produce the show, but Max tells him not to worry. This is wise advice, as Max's investors are nothing more than disturbingly sexually active old ladies. He manages to garner the two million dollars and now all that is left is the casting of Adolf Hitler himself.

This turns out now to be as simple as they had previously anticipated, however. After a brief parody of "A Chorus Line", the Hitlers begin to audition, but they are all horrendous, one so bad that Franz is compelled to run up on stage and show him how his piece is really performed, the ever-popular German song "Haben Sie Gehört Das Deutsche Band?" Max casts him as Hitler on the spot.

Back at the office, Ulla has painted everything entirely white, and she and Leo sing of their blossoming romance in "That Face".

It is opening night now, once again outside the Schubert theatre. Leo is about to don a very fancy-looking black hat, but Max says that he can't, as that is a Broadway producers hat, and as the curtain has not yet risen and fallen, Leo is not yet a Broadway producer. Dejectedly, Leo puts the hat away. He then breaks the theatrical taboo by wishing everyone "good luck". They quickly instruct him in the ways of "break a leg" in "Never Say Good Luck on Opening Night", before Franz realizes that it is five minutes until curtain call; he rushes backstage, and a clamor and shrieking are heard before, you guessed it, Franz announces that he has broken his leg. Panicking, Leo and Max wonder where they can find someone to play Hitler at such short notice, before finally settling on Roger who, with a little convincing from Max and Carmen, agrees to do it. Max and Leo hurry inside, to the back of the theatre, ready to watch their well-planned fiasco unfold.

The curtain rises, and what follows is quite possibly the most offensive theatrical spectacle anyone has ever seen, complete with dancing Nazis and cannons. Audience members are leaving in groups. Nearly beside themselves with glee, Max and Leo happily decide to leave before the audience rips them to pieces. Due to their absence, however, what they do not witness is Roger's performance as Adolf Hitler -- his charming flamboyance enchants and amuses the audience, and he even receives a standing ovation at the end of his number. "Springtime for Hitler" is immediately a success.

Max and Leo traipse dejectedly into the office, angrily eyeing a banner draped across the walls that reads CONGRATULATIONS -- IT'S A HIT! They scratch their heads during "Where Did We Go Right?" Their arrest is inevitable now, and Leo reverts back to his original cowardly nature by taking the checkbooks and declaring that he will turn himself in. Max stops him before he can get anywhere, though, and begins to wrestle him for possession of the books. They end up on the ground in a very awkward position, amidst shrieks of "Give it to me!" and "No!" just as Roger and Carmen come sauntering in and, at the sight of the boys' apparent erotic after-party, announce, "Now that's what I call celebrating!" The moment is ruined, however, when Franz enters, intent on shooting everyone for violating the oath that Max and Leo swore to previously and just for making a mockery of Hitler in general. Roger and Carmen hide in a closet, and Franz is about to shoot Max and Leo when the cops arrive, trapping Leo behind a door and arresting Franz and Max.

Ulla returns to find Leo still trapped behind the door, and she presents him with two propositions: he can go and turn himself in to the police, or he can take the two million dollars and go and live with her in Rio, Brazil. This is not a very difficult choice for Leo, as Ulla is wearing a very revealing dress and her lips are about two centimeters away from his own.

Now in jail, Max laments his fortune in "Betrayed", recounting what has happened so far and the wrong Leo has done to him. Speaking of Leo, he receives a postcard from him, detailing what fun he and Ulla are having in Rio. A rather furious Max is dragged off to his trial, where he is pronounced guilty, though he tries to plead his case admirably. The future seems very bleak for Mr. Bialystock.

But then, who should burst through the courtroom doors but Leo and Ulla, dressed in all the latest fashion from Rio and with considerably tanner skin tones? After the judge and jury oogle and flirt with Ulla, Leo sets out to do what he came to do -- prove Max's innocence. Both engage in the touching ballad "Till Him", and they await what they are quite sure will be a merciful judgment from the judge...who, instead, sentences them both to five years in the state penitentiary.

The next scene depicts Max, Leo, and Franz in the state penitentiary, with Franz writing a new musical entitled "Prisoners of Love". Max is rehearsing with the prisoners, and Leo is selling false shares to eager customers. A ward comes in and announces that they have been set free on account of how they have set "joy and laughter into the hearts of every murderer, rapist, and sex maniac in Sing Sing". Now, of course, the next obvious step is to take "Prisoners of Love" to Broadway.

And so they do, the final scene consisting of girls clad in prison garb, twirling ball chains, singing, Ulla once again with a very sizable part, while Max and Leo join arms outside on the street. They walk off, and titles of their future shows ("Katz", "Death of a Salesman on Ice"), fix themselves on the plaques of surrounding theatres. Everything has turned out all right in the end. And Leo can finally wear the producer's hat.

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