The film follows the rehearsal and performance of a dreadful farce called "Nothing On", a hit British show that is preparing for its American debut in Des Moines, Iowa, with a second-rate, Broadway-bound theatrical troupe under the direction of Lloyd Fellowes (originally named Lloyd Dallas in the play and portrayed by Caine). Among the cast members are fading star Dotty Otley (Burnett), hot-tempered and scatter-brained Garry Lejeune (Ritter), insecure matinee heartthrob Frederick Dallas (originally named Frederick Fellowes in the play and portrayed by Reeve), myopic leading lady Brooke Ashton (Sheridan), bubbly Belinda Blair (Henner), and alcoholic character actor Selsdon Mowbray (Elliott). Frantically working behind the scenes are Tim Allgood (Linn-Baker) and Poppy Taylor (Hagerty).