Here’s how Roger Ebert described the plot in his review:
The movie co-stars Brooks and his wife, Anne Bancroft, working together for the first time on screen as Frederick and （Anna） Bronski, the impresarios of a brave little theatrical troupe in a Warsaw on the brink of war. （Anna） Bronski, whose name is in parentheses because her husband has such a big ego, is a femme fatale with an eye for the handsome young servicemen that worship her nightly in the theater. Bronski is an all-over-the-map guy who does Hamlet’s soliloquy and stars in a revue called “Naughty Nazis” in the same night and on the same stage. Then the Nazis march into Poland. What can a humble troupe of actors do to stop them? “Nothing!” Bronski declares—but then the troupe gets involved in an elaborate masquerade, pretending to be real Nazis in order to throw Hitler’s men off course and prevent the success of the German plans.
Benny and Lombard were wonderful in the original. But Anne and I could sing and dance, and if we were going to remake the movie, it was incumbent on us to add something new. I came up with a crazy idea. I decided we should open the movie with Anne and I as married performers Frederick and Anna Bronski onstage at the Bronski Theatre in Warsaw singing “Sweet Georgia Brown”…in Polish. Anne and I found a Polish tutor at UCLA who with great patience taught us all of the brain-breaking translated song lyrics. Together with Alan Johnson’s nifty choreography, it was a spectacular and really different and funny way to open the film.
I got Terry Marsh, one of the best production designers in the business, to do the sets. Earlier in his career he had worked on such great films as Lawrence of Arabia （1962） and Doctor Zhivago （1965）， and more recently he had designed Gene Wilder’s The Adventure of Sherlock Holmes’ Smarter Brother （1975）。 Gene introduced us, and after seeing his work I grabbed him immediately for To Be or Not to Be. It was a stroke of luck; he did a truly remarkable job. He built the entire Bronski Theatre on Stage Five at Fox. It consisted of the box office in the lobby, all the orchestra seating as well as the orchestra pit, and the mezzanine first and second balconies—all with cutouts to stand in for the audience. He also built a wonderful stage with a huge proscenium arch, behind which were the actors’ dressing rooms, and to top it off, a backstage alley leading from the street to the back of the theater. It was an incredible feat of stagecraft wizardry. And that wasn’t all! His genius didn’t stop there. He built a 1939 vision of Warsaw on the back lot of Warner Bros. He took a mile of asphalt and stamped it into cobblestones. It was period perfect right up to the facade of the Bronksi Theatre replete with a beautiful marquee and front entrance. It really worked in an emotional scene where Nazi soldiers marched past the cast lined up in front of the theater, their eyes filled with tears and their hearts breaking at the sight. I can honestly say Terry Marsh gave the movie a truly unforgettable and evocative realism.
In addition to me and Anne, the movie was cast with wonderful actors like José Ferrer, Christopher Lloyd, Tim Matheson, and Charles Durning, who was nominated for an Oscar for his hilarious turn as “Concentration Camp Erhardt,” the funny villain of the film. We also had a few first-timers, like Estelle Reiner （Carl Reiner’s wife）， who played our wonderful wardrobe mistress. Estelle went on to gain movie fame for her unforgettable delivery of the line “I’ll have what she’s having” in her son Rob Reiner’s movie When Harry Met Sally…（1989）。
Also making his film debut was our son Maximillian Michael Brooks. He was nine years old, and he played one of the Jewish children hiding together with their families in the theater’s cellar. He was really good and liked doing it…for a while. But being only nine, he didn’t understand doing reshoots from different angles. Then came the clown makeup, for the part of the movie where the Jews escape dressed as clowns. He hated that. He hated the heavy clown makeup being smeared all over his face. I think he decided then and there: No more acting. I’ll do something else.
On the set of To Be or Not to Be with my son, nine-year-old Max Brooks, in costume for his first acting job.
（But thank heaven he did do something else. When he grew up, he began writing and was truly meant for it. He eventually became a New York Times top-ten bestselling author! More on that later.）
Playing Anne’s dresser was James Haake, also known as Gypsy. He was the MC and star of La Cage aux Folles, a well-known Los Angeles drag queen nightclub revue.
Here’s how Gypsy described our meeting in an interview: