A bad Polish actor is just trying to make a living when what should intrude but World War II in the form of an invasion. His wife has the habit of entertaining young polish officers while he's on stage which is also a source of depression to him. When one of her officers comes back on a Secret Mission, the actor takes charge and comes up with a plan for them to escape.

Mel Brooks and his real-life wife Anne Bancroft play Frederick and Anna Bronski, musical comedy stars in 1939 Poland. The highlight of the Bronskis' act is Frederick's imitation of Adolf Hitler, but he is forced to eliminate this turn for fear of offending the Nazis. Meanwhile, Anna enters into a harmless flirtation with Polish bomber pilot Andre Sobinski (Tim Matheson). The pilot's nightly signal to visit Anna in her dressing room is "To Be or Not to Be," spoken by Bronski during the Shakespearean portion of his act. When the Germans march into Warsaw, the Bronskis and the rest of their troupe are forced into hiding (notably the homosexual Lupinski, played by Lewis J. Stadlen, who is forced to endure the humiliation of wearing a pink star). Flying for the Polish resistance in England, Sobinski asks kindly Professor Seletzky (Jose Ferrer) to deliver his "To Be or Not to Be" message to Anna. When Seletzky doesn't seem to recognize the name of Anne Bronski, Warsaw's biggest star, Sobinski suspects that something is amiss. Sure enough, Seletzky is a Nazi spy, heading to Warsaw to help Col. "Concentration Camp" Ehrhardt (Oscar-nominated Charles Durning) destroy the underground movement. Parachuting into Poland, Sobinski enlists the aid of the Bronski troupe to foil the Nazis. What follows is an uproarious series of disguises and deceptions, capped by Bronski's impersonation of Der Fuhrer.