Spring in New York, 1959. Evening. The scene is Shubert Alley, outside the Shubert Theatre, Broadway's famed house of hits. But not tonight. Because the curtain has just come down on producer Max Bialystock's latest fiasco, a musical version of Hamlet, called Funny Boy (OPENING NIGHT). Later the same evening, Max, crushed but undaunted, stands in Shubert Alley surrounded by a ragtag chorus of after-midnight Broadway denizens. Angrily, he announces that he once was - and will be again - THE KING OF BROADWAY.

A few days later, a nerdy, timid accountant, Leo Bloom, shows up at Max's office to do his books. Leo casually notes that a producer could actually make more money with a flop than with a hit. "You could raise a million dollars, put on a hundred thousand dollar failure, and keep the rest for yourself." Max immediately seizes upon this idea and implores Leo to join him in this bold - albeit slightly illegal - scheme (WE CAN DO IT). Back at his desk in the miserably Dickensian accounting firm where he earns fifty dollars a week, Leo drifts into a fantasy, in which he is a famed Broadway impresario surrounded by a bevy of gorgeous chorus girls (I WANNA BE A PRODUCER).

After quitting his job, Leo hurries off to join Max in his office. They go into business together as "Bialystock & Bloom, Theatrical Producers". The partners' first order of business: Find the worst play ever written. They find it. A disaster, a catastrophe, a guaranteed-to-close-in-one-night beauty, Springtime for Hitler, A Gay Romp with Adolf and Eva at Berchtesgaden, written by a nutsy neo-Nazi playwright and pigeon fancier named Franz Liebkind. We now meet Liebkind on the rooftop of his Greenwich Village tenement, as he reminisces with his homing pigeons about the good old days IN OLD BAVARIA. When Max and Leo now turn up on the rooftop, Franz is overjoyed that they wish to produce his play on Broadway. He refuses to permit them to do so, however, until they agree to join him in singing and dancing Hitler's favourite tune, DER GUTEN TAG HOP-CLOP. Max and Leo hop, clop and ultimately depart with Franz's signature on a Broadway contract.

Next stop, the Upper East Side townhouse of Broadway's worst director, Roger de Bris and his "common-law assistant" Carmen Ghia. Roger wants nothing to do with Springtime - "World War Two? Too dark, too depressing!" - and is joined by Carmen and his production team in proclaiming his credo: KEEP IT GAY. Roger is finally persuaded by Max and Leo to direct Springtime. Back in the office, triumphant, with the Broadway rights to the worst play ever written and a signed contract with the worst director who ever lived, Max and Leo are visited by a knockout of a Swedish blonde named Ulla. She wishes to audition for them, and audition she does, all over the office (WHEN YOU GOT IT, FLAUNT IT). Next stop, the money. Max sets out to raise two million dollars by launching himself into Little Old Lady Land. His description of how he does "it" (ALONG CAME BIALY) segues into a full-company Act One finale celebrating Bialystock & Bloom's forthcoming Broadway production of Springtime for Hitler, "a new new-Nazi musical".

Act Two opens in Bialystock & Bloom's office, now totally redone by Ulla in Swedish-modern. When Ulla and Leo are left alone by Max, they reveal their mutual stirrings of love (THAT FACE). Auditions. Who will play the coveted role of Adolf Hitler? Franz Liebkind sweeps away all other contenders with his razzamatazz Broadway rendition of the ever-popular HABEN SIE GEHORT DAS DEUTSCHE BAND?

Once again outside the Shubert Theatre - this time it is OPENING NIGHT (REPRISE) for Springtime for Hitler. Leo commits a huge theatrical gaffe when he innocently wishes everyone "good luck". Roger, Carmen and Franz, aghast, immediately explain to him that YOU NEVER SAY GOOD LUCK ON OPENING NIGHT. Meanwhile, Max, to ensure failure, is sneakily saying "good luck" to everyone in sight. As bad luck would have it, Franz breaks his leg, and Roger nervously agrees to go on as Hitler in his place. Now onstage at the Shubert Theatre, Roger, as Hitler, leads the company in a spirited salute to the Third Reich (SPRINGTIME FOR HITLER). Disaster! It's a success! The critics love Springtime, calling it "a satirical masterpiece", "a surprise smash" and "the best musical of the decade". Stunned and bewildered, Max and Leo stagger back to their office where they recite their litany of woe: WHERE DID WE GO RIGHT? Max is arrested, and Leo scrams to Rio with Ulla and the two million dollars.

Alone in a jail cell awaiting trial, Max is crushed to get a postcard from Leo and Ulla cheerfully letting him know what a great time they are having without him. Tossing aside the card, Max vents his anger and dismay (BETRAYED). A courtroom. Max has been found guilty and is about to be sentenced when Leo bursts in, back from Rio to turn himself in and take his place at Max's side. Why did he come back? Because in Rio - even though he had Ulla and two million dollars, everything he'd ever dreamed of - he realized what Max really meant to him ('TIL HIM). Max and Leo are together again, and will be for some time to come. They've been sentenced to five years in Sing Sing. In Sing Sing, Max and Leo put on their all-singing, all-dancing, all-convict production, Prisoners of Love. Good news! Having brought "joy and laughter into the hearts of every murdere, rapist and sex maniac in Sing Sing", the governor has granted them a full pardon! They're free! Next stop, Broadway!

The stage of the Shubert. The Broadway version of Bialystock & Bloom's PRISONERS OF LOVE is reprised in all its glitzy glory, starring Roger de Bris and a chorus of gorgeous, scantily-clad girl convicts. Finally, the scene is once again Shubert Alley, where Max and Leo, on top of the world as Broadway's most successful producers, celebrated to the tune of PRISONERS OF LOVE (LEO & MAX). Happy at last, they walk off into the sunset as the final curtain falls. At the end of the bows, Max and Leo lead the entire company in a final farewell (GOODBYE!).