The movie revolves around the misadventures of three friends, Moe (Chris Diamantopoulos), Larry (Sean Hayes), and Curly (Will Arnett), who try to make a name for themselves in 1920s New York. The trio starts out as a vaudeville act, performing comedic sketches and silly routines for audiences. However, their big break comes when they are hired by a wealthy benefactor, Madame Jurov (Cloris Leachman), to perform for her. As they navigate their way through the world of show business, they encounter a range of wacky characters, including a beautiful woman, Jean (Jane Lynch), and a menacing villain, Ted Healy (Matt Lucas).