Broadway producer, Max Bialystock and his accountant, Leo Bloom plan to make money by charming little old ladies to invest in a production many times over what it will actually cost, and then put on a sure-fire flop, so nobody will ask for their money back – and what can be a more certain flop than a tasteless musical celebrating Hitler.

A noted professor and his dim-witted apprentice fall prey to their inquiring vampires, while on the trail of the ominous damsel in distress.

Lt. Fergie Howard teams up with Lt. Beau Gilliam and Navy scientist Jason Eldridge to turn a supercomputer with missile-tracking capabilities into a tool to predict where a roulette ball will land. They dock in Venice, Italy, and begin making a killing at the casino, but their shore-to-ship signals get misinterpreted as signs of attack by Adm. Fitch, putting a serious crimp in the officers' get-rich-quick scheme.