Broadway producer Max Bialystock and his accountant, Leo Bloom plan to make money by charming wealthy old biddies to invest in a production many times over the actual 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.

When the nefarious Dark Helmet hatches a plan to snatch Princess Vespa and steal her planet's air, space-bum-for-hire Lone Starr and his clueless sidekick fly to the rescue. Along the way, they meet Yogurt, who puts Lone Starr wise to the power of "The Schwartz." Can he master it in time to save the day?