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In an attempt to resurrect the slapstick comedy of Laurel and Hardy or The Marx Brothers, Stanley Tucci and Oliver Platt team-up as two out-of-work actors who accidentally stowaway on a ship to hide from a drunken, belligerent lead actor who has sworn to kill them for belittling his talents. Of course, the lead actor end up on the ship as well. Also, a madman (Tony Shalhoub) plots the destruction of the ship and Steve Buscemi is a depressed, suicidal lounge singer named Happy Frank.

Sally Bowles, an American singer in 1930s Berlin, fall in love with bi-sexual Brian. They are both then seduced by Max, a rich playboy. Sally becomes pregnant, and Brian offers to marry her… All the characters are linked by the Kit-Kat club, a nightspot where Sally sings.