As the titles start, the picture segues from black (with titles) to light. Originally all that is seen in the light is a tunnel. The voice of Itchy, a somewhat slow-witted Dachshund, can be heard. His miner's cap soon becomes the intermittent light source. Soon another voice is heard. It is Charlie, a conman German Shepherd. Itchy is attempting to dig Charlie out of the dog pound. When the two finally have facial contact, Itchy prepares to remove one last pipe. Charlie warns him that it is a water pipe, but Itchy rivets away at it, causing it to burst.
From above ground, the water begins to spray from the Earth until it bursts forth in a geyser. The pound, which is designed similar to an island fortress, is sprayed with water as voices shout about the problem as spotlights search the ground. Cutting back underground, the water rushes through Itchy's tunnel. Itchy and Charlie have somehow avoided the water until now. Back above ground, the search lights criss cross the ground until one spots Charlie and Itchy crawling out of a hole. The guards begin shooting at the dogs.
Charlie and Itchy begin bickering as the two make an escape through a hole under the fence. Their voices continue bickering until they come up from under a sidewalk, some distance from the pound, but not far enough to avoid still being shot at by the guards. As the dogs make their way up a hill and away from the pound, they run over a hill as the film's title comes up.
The scene changes to a swamp. A sign reading "Carface and Charlie's" is seen, but "Charlie's" has been crossed out. Another sign announces a "big rat race" tonight. There is a long wooden pier leading to a dilapidated ship. A subtitle reads "Louisiana Bayou 1939." Cutting to the inside, a piece of cheese is seen racing along a rail. It's leading a group of rats who are racing after it.
The race is being watched by various dogs, as a small dog in an overhead bucket announces the race. The smallest rat, Squad Car, wins and receives a wreath. As his owner, a dog in a police hat, kisses the rat, some dogs cheer but most grumble. One remarks he thinks the house is fixed. One small dog presents his winning ticket and is given his winnings, a piece of meat. However it is quite small and "bad meat," according to the winner.
More bets are made and another race begins. The race gets interrupted by a loud howl. It's Charlie with Itchy, both in high spirits. The other dogs look surprised and one asks, "Aintcha supposed to be on Death Row?" The clients tell Charlie that things haven't gone well and that Carface isn't treating them fairly. Charlie walks up to the craps table, rolls the dice and wins. One dog comes up and asks if he can spare a couple of bones. "Why settle for a couple of bones when you can have the whole bank," asks Charlie as he wins at a slot machine. He and Itchy then break into the song, "You Can't Keep a Good Dog Down." Charlie sings and dances, as Itchy plays the piano, sings and dances.
As the song comes to an end, Killer, a mongrel, comes in and sees them, much to his surprise and is on the receiving end of physical abuse by Charlie and Itchy. After rolling on a barrel, Charlie, Itchy and Killer are knocked against a wall. The wall swings around, trapping Itchy behind it. After a spiral wipe, Killer is seen walking into a red-lit hull space and confronting Carface, a loathsome Pit Bulldog and Charlie's partner at the casino. Carface, who is sitting in the back seat of a car, tells Killer that he doesn't want to share 50% with Charlie. Killer explains that they had set up Charlie to be caught by the pound, and then offers to have Charlie's head squeezed with the pliers. Carface says that Charlie is a friend, and thus must be treated special.
Charlie calls from an area outside of the room. Carface calls back as a door is open, red light coming from the other room. Charlie takes a submissive position as Carface looks out at him. Charlie enters and grabs Carface, dancing him slightly around the room and says that Carface is putting on weight. Charlie then jumps in a chair, turns on a radio and begins tapping his paws as he talks with Carface. The two have a friendly discussion about the place as Carface and Charlie take turns turning off and on the radio. Charlie wants to add dancing girls, but Carface wants to dissolve the partnership because of Charlie's criminal record.
Itchy is still stuck behind the wall. He overhears two of Carface's henchman talking about feeding Carface's "little monster." Suddenly, Killer joins the group and tells the dogs that Carface wants them to get rid of Charlie. Itchy begins scratching as he tries to break out of his area, calling to warn Charlie.
Meanwhile, Carface is telling Charlie that he will give Charlie half the meat of the place and set the Shepherd up in his own place somewhere where his criminal record isn't known. Charlie begins to like the idea. The scene changes to outside the boat as Carface's voice is heard making the announcement that Charlie is going to go into business for himself. Carface then tells everyone, "to the Mardi Gras."
At the Mardi Gras, Itchy is running through the crowd, calling for Charlie. Later inside an abandoned float, Carface is giving a testimonial to Charlie with a batch of other dogs. Charlie is obviously drunk as he downs another beer. Carface presents Charlie with a gold watch. Killer and Carface follow as two henchdogs carry Charlie out back. Itchy arrives at the float, but the dogs are already gone.
Next, Killer and Charlie are at the end of a pier. Killer puts a blindfold on Charlie and tells him to stay on the mark and not to peek. Killer then runs up the pier and meets Carface who is next to a car. Carface releases the brake and the pair push the car down the pier. Itchy runs up and sees the scene, but is too far to help his friend. All he can do is yell, "Charlie." The car races down the pier, hits Charlie and both go off into the river.
Suddenly there are flashing lights followed by a bright light and a red tunnel filled with floating rocks. Charlie flies through the tunnel and out into a cloud filled land. He crashes into a golden gate as a blue bubble appears and turns into a Heavenly Whippet, a slender female dog about Charlie's size. She tells him it is the hall of judgment. Charlie is upset, but she tries to calm him by telling him not to worry since all dogs go to heaven because "unlike people" dogs are naturally loyal and kind.
The Whippet begins singing a welcome to Charlie, who is trying to be polite and by agreeing with her. The two float around the area as she describes some of the advantages of the place. All is fine until she sings the line, "Welcome to being dead." At this Charlie becomes irate, telling her that she has the wrong dog and cursing Carface. The Whippet meanwhile is having trouble finding any goodness or loyalty in Charlie's record.
Charlie now sings he doesn't want to die, as the Whippet continues going through the necessary steps of paw prints, gown and wings. He throws off the wings and halo and struggles with his gown as the two rise up into a cloud full of watches. Charlie discovers that his watch, like his life has stopped. He asks the Whippet to just wind it back up, but she refuses, since that would send him back to Earth.
Charlie takes hold of the watch, as the Whippet shows him a book to sign. She also states that everything that Charlie has done or will do is known. The watch then floats off. He dances with her slightly and she appears to be taken by his personality and charm. As Charlie spots his watch float by, he tries to grab it. When he discovers there are no surprises in Heaven he sings "Let Me Be Surprised" with her. During the song he gets the watch, but the Whippet grabs it back. As they float and dance along, he is able to switch the heavenly watch for the one given him by Carface. He hides the watch behind his back and begins to wind it. When the Whippet discovers this, she tries to stop him. She's too late, though for he rockets back to Earth. As he disappears, she cries out that he can never come back.
After passing through the same route he arrived, he lands in the river. He gets on the pier, gasping and choking. He pounds the watch a few times and it begins ticking. Slowly he revives. He happily looks at the glowing timepiece, but in the distance hears the Whippet's warning. He slams the watch closed in anger and limps up the pier as a storm begins.
Inside an abandoned building in a junkyard, Itchy is crying over the loss of his friend. Itchy cries out to Charlie in his sleep only to have Carface come up and begin to strangle him. It's only a dream as Itchy wakes up to find it is Charlie shaking him. Itchy then lets out a scream, certain that Charlie is a ghost. The two scramble around the room as Charlie tries to explain he is not dead to an unlistening Itchy. Only when Charlie shows Itchy some fleas does the Dachshund settle down; ghosts don't have fleas. Itchy now has a happy reunion, shouting his joy. However Charlie clamps a paw over Itchy's mouth. He doesn't want everyone to know he's alive.
Charlie plans to make Carface pay, but Itchy disagrees. Charlie tries to figure out why, if he was the brains of the partnership, why didn't Carface go out of business when he was in the pound. As Charlie continues to rant about Carface and revenge, Itchy tries to talk him into the two of them leaving for better places. Charlie, though, wants Carface to suffer. In an attempt to get Charlie to leave, Itchy mentions that along with all the thugs, Carface also has a monster. Rather than frightened, Charlie gets a devilish look on his face.
Cut to a ventilation screen being broken into by Charlie and Itchy, once again bickering. Itchy continues his pleas to leave, but Charlie only gets angry at his friend, stating he's "had it" with the Dachshund. Suddenly Itchy sees the monster through a vent. Charlie looks and sees a pile of cloth rising up. Under the cloth is a little girl, Anne-Marie. The two move away from the vent when they hear a noise.
In the room, Carface and Killer approach Anne-Marie. She asks if she will be able to go outside today, and he says "sure." But first, she has to talk to the rat he's brought. Anne-Marie agrees and begins talking to the rat. As the rat chatters back, it becomes apparent that the girl can not only talk to animals, but understand what they are saying. She discovers which rat will win the race and tells Carface. Carface tells Killer to fix the odds and feed the kid. As the pair leave, Anne-Marie says they promised to let her go outside. The door above closes. Anne-Marie sits down and cries.
Itchy and Charlie are still above in the ventilation shaft. Charlie is delighted by the girl's skills as dollar signs appear in his eyes. He and Itchy open the vent and go down to talk to her. Charlie says they'll have to kidnap her, then corrects himself, "rescue her." Charlie introduces himself to the girl and charms her a bit. Then he asks about her parents. Anne- Marie states she's an orphan. This thrills Charlie, who announces the girl will come to live with Itchy. Charlie packs a bag of things and loads it on Itchy. Then Charlie gets under her and she rides him out via the ventilation shaft. Charlie says she will live with him in his cab.
The film now cuts to Carface who is "riding" in his car. Actually, the car is running in place as a movie screen gives the impression that he is going someplace. He stops and is furious because Killer has just told him that the girl is gone. Carface tells Killer he wants the girl back "now" and goes back to riding his car.
That night, the moon is over the junkyard. Inside of Charlie's cab, he is telling Anne-Marie the story of Robin Hood as he looks at a copy of **War and Peace**. Itchy can't understand what kind of hood would give his money to the poor. Anne-Marie is entranced by the tale and Charlie tells Itchy to shut up as he is trying to get the girl's sympathy. Anne-Marie is thrilled by the story's end where Robin and Maid Marian get married. Charlie tells the girl it's time to go to bed and places her in the front seat. He tells her that he and Itchy have some business to discuss and pulls some drapes to divide the front from the back.
Charlie and Itchy sit outside the car and argue slightly over the girl. Itchy thinks they should hide her in the old Church, but Charlie reminds Itchy that Carface thinks he's dead, so one will look at his cab. Meanwhile, Anne-Marie tries to clean up the front seat so she can lie down. Charlie tells Itchy the three will go to the horse race tomorrow and make a fortune. Anne-Marie shouts "horsies" as the two look up to see her looking out the window. Charlie admonishes Itchy for waking her up. He tells Itchy to meet them at eight in the morning, while Charlie gets back into the backseat of the cab.
Charlie lays down and throws a pillow up front for her and tells her to go to sleep. She asks Charlie to tuck her in. He obliges and returns to the back. Then she asks for a goodnight kiss. He agrees, gives her a lick, then wipes his mouth. As he settles down to sleep, he's disturbed by her squeaking in the front. She stops and he goes back to sleep only to be awakened when she shows up next to him. She says the front seat hurts her. He goes to the front and tries to get comfortable, only to be awakened by her praying. Finally she asks if he will help her find some parents. He agrees to do anything if she will just go to sleep. As the view changes to an overhead shot of the junkyard, Anne-Marie is heard telling Charlie she has to go to the bathroom. " 'Course," he replies.
The next morning finds the trio in the horse stalls. Charlie asks Anne-Marie to talk to the horses. Itchy jokes that she can only talk to rats, like Charlie. Then he suggests horses are too stupid to talk, at which a horse neighs knocks Itchy over. Charlie runs to the girl and asks what the horse says. She only replies that Charlie sounds "just like Mr. Carface." Taken aback, Charlie tries to prove he's a good guy by reminding her that it was he who rescued her, and gave her a bed, and read her stories. Anne-Marie seems unconvinced until Charlie mentions that they'll give half the money to the poor. She is thrilled to be working like Robin Hood. Charlie also states that if she really wants to find parents, she'll need better clothes. Charlie repeats that he'll help her find parents. She's thrilled and gives Charlie a hug.
Anne-Marie runs to one of the horses and asks who's going to win. A horse whispers in her ear. Charlie asks what the horse said and Anne-Marie says the Grand Chawhee, an old broken down horse, will. Charlie doesn't believe it, but Anne-Marie says it's true because it's the Chawhee's birthday. Charlie wonders if the horse can be trusted. It neighs loudly, scaring Charlie and convincing him it is the Grand Chawhee. When Charlie says they'll place a bet, Itchy reminds him they have no money.
Outside, the trio wander through the crowd as Charlie and Itchy look for likely patsies and Anne-Marie looks for parents. Charlie and Itchy try one or two but fail. Anne-Marie spots a young couple who she thinks are just right. Charlie agrees and calls Itchy, asking him to do a "number three." Itchy runs to the couple and collapses, howling and acting lame. Anne-Marie runs up and tries to help. During the commotion, Charlie is able to pick the young man's pocket. Charlie and Itchy run off with Anne-Marie following. As the two canines hide in the bushes, the young woman comes up and asks Anne-Marie her name and where her parents are. Before she can answer, Charlie calls her away so they can place the bet. He puts a hat on her head.
As the announcer calls last chance to place bets, people line the betting windows. A tall Anne-Marie approaches, wearing the hat, a moustache and coat. Under the coat are Charlie and Itchy. After some coordination problems, they place the bet and walk off. Charlie grabs an ice cream cone on the way, takes a lick and passes it up to Itchy and Anne-Marie. They find a place to watch the race. As Anne-Marie looks out her ice cream drips down on the dogs as Itchy and Charlie bicker.
The race begins and the horses race down the stretch, except for the Grand Chawhee (wearing a birthday hat) who backs out of his stall. The horses are racing madly behind Chawhee when Stella, the horse who talked to Anne-Marie, runs out front to "Roger" who is in the lead. She reminds him that it is the Chawhee's birthday. Both pull back, but Roger comes back and pushes the Chawhee forward. The Chawhee, waves to the crowd and is pushed past the finish line into a cloud of dust. His head pops out from the cloud and he blows a party favor.
Charlie, Itchy and Anne-Marie laugh and cheer. She calls out to the Grand Chawhee, now getting his picture taken in the winners circle. The trio congratulate themselves and Anne-Marie gives Charlie a kiss. He looks at the audience and goes "yechh" as the iris closes on his face.
A musical montage follows showing Charlie in front of rows of dollars, flipping a stack of bills. Next Anne-Marie talks to a frog as Charlie and Itchy look on. The frog begins jumping as the scene changes to a race with the frog jumping and winning by leaping into a bucket of sludge that he starts to eat. Anne- Marie, Itchy and Charlie are seen in their disguise at another betting window. A slot machine is spinning and Charlie, Anne- Marie and Itchy come up on the slots. Gold coins fly out of the bottom. Next Anne-Marie is holding a turtle at the starting point of a race. Charlie and Itchy stand behind her. The turtle wins and Anne-Marie gets to put the winning wreath on him. More gold coins float through the scene as she kisses the turtle.
Next are two boxing kangaroos bouncing around a ring. One roo knocks the other out. The trio, in their disguise, hold up the winner's hand. The scene changes to inside the costume looking out and then to Itchy looking out at a table full of money. He grabs the money and then it cuts to the trio in disguise at a collection table getting more money. A huge wind blows through the scene.
Suddenly Charlie is seen with money blowing by him as he fans a stack of bills. The film cuts to Charlie and Itchy in the background as the money blows. In front of them is a sad Anne- Marie. Charlie sees her and grabs Itchy's head, so that he sees also. The two then drag her down a street into a dress shop. As she stands in front of a mirror as Charlie and Itchy applaud. The mirror spins and each time it stops, she is seen in a different outfit. Charlie and Itchy carry multiple boxes as they walk along with Anne-Marie dressed in one of her new outfits.
A new montage begins as Itchy is seen in various steps of working with blueprints. Next he works with a crane in the junkyard to pile a bunch of junk cars on top of each other. Then he sets to work with a blowtorch to weld the project. After more crane and welding work, he pulls an electrical switch and a huge sign lights up: "Welcome to Charlie's Place." Above the place, which is an old water tower, beacons light the sky.
Inside, it is a very classy place. Dogs are playing various games and Charlie is enjoying himself. Itchy is tending bar, an old auto. Charlie compliments Itchy on doing such a great job. As Charlie looks at himself in the mirror he sees Anne-Marie, dressed in her old outfit. She's got some suitcases and looks angry. She tells Charlie's she's leaving because Charlie didn't keep his promise to help the poor or find her parents. All he wants to do is gamble. "It isn't right," she states.
Charlie instantly agrees that he's been selfish. He then thanks her for helping him see the light. He uses his head to push her back into the club. He then states the two of them will go out to help the poor. Once again, Anne-Marie is thrilled and kisses Charlie. She walks out as Charlie spits the kiss off. Itchy then asks what is going on between Anne-Marie and Charlie. After all, Itchy reminds him, they have a business to run. Charlie wipes his mouth with the bar rag and tells Itchy they've got to keep the girl happy.
Meanwhile, at Carface's, a piece of meat is lowered into a pit of piranha, which quickly devour it. Above, Killer is tied to a crane, also waiting to be lowered. Carface stands nearby. Killer says, "Boy, I knew we should have used the pliers." Carface tells Killer that Charlie is alive and he is certain Charlie has the girl. After telling Killer he's had two strikes so he's out, he begins lowering Killer into the pit. As Killer sinks lower, Carface tries to decide how to handle Charlie: knives? poison? what? Killer then shouts out that he has a gun, a Flash Gordon Thermo-Atomic Ray gun. Carface laughs evilly and his face slowly transforms into a devil.
At the old church a menacing voice is talking about an evil shadow as a strange shadow is seen on the wall. It's discovered the voice is a radio announcer and the shadow is Anne-Marie and Charlie, his head stacked with pizza boxes. Charlie tells her that the people there are some of the poorest he knows. "They're broker than the Ten Commandments," a "joke" he explains. At the top of the church, a group of puppies sit around a radio. As a woman on the radio screams, they all jump and fall. Charlie then shouts out to ask if anyone ordered pizza.
The pups call out Charlie's name and charge him, knocking most of the pizza boxes to the floor. As the pups fight over the pizza, Charlie stops them to introduce Anne-Marie. After she says she's pleased to meet them, they go back to fighting over the pizza. Flo, a female collie, goes over to Charlie and says "hello." She says they don't see him much anymore, and that the pups love him so much.
At that moment one pup bites Charlie in the leg and asks for more pizza. Charlie tosses a box and tells the pup to eat the box if it wants. The box pops open revealing a single slice of pizza. A fight breaks out for the last slice, but Charlie breaks it up asking them to share. He then sings "What's Mine Is Yours," a song about sharing. The pups soon join in and for the finale do a small conga line. Charlie then tosses a final box that opens into a cake which the pups attack.
Flo and Charlie laugh and look on. Anne-Marie is also amused until she finds a wallet on the floor. She opens it and recognizes the couple from the race track. Charlie can't come up with an excuse fast enough and Anne-Marie tells him he stole it. She runs up a small stairway to the attic as Charlie tries to make amends but fails.
In the attic, one puppy joins Anne-Marie. The orphan stares at the photo and sings "Soon You'll Come Home." During the song, a sequence of imaginary photos appear featuring Anne-Marie and the orphan pups living with the family. As the song ends, she cuddles down to bed with two of the pups.
Meanwhile, downstairs, Charlie is asleep. His watch pops open, glowing, and the voice of the Whippet is heard reminding him that he can never return to Heaven. Suddenly there is an explosion and Charlie finds himself flying through space again. This time though, there are no bright lights and clouds, only dark smoke and flame. The land is barren and Charlie runs for his life from a hole of flame and crumbling ground. A tremendous burst of wind forces Charlie back towards the burning center. He falls through the vortex.
Below is molten lava. Out of it comes a skeletal neck of some ancient beast, it is attached to a long boat reminiscent of the legendary boat on the River Styx that ferried the dead to their final reward. Charlie lands in the boat which is commanded by a skeletal dragon-like creature. Charlie cries out, but to no avail. In front of the ship, an explosion in the molten lava releases a brilliant light that begins to take shape. Through the burning gasses, a canine type head is seen. In a burst of light, it becomes a gigantic dragon-like creature. Charlie runs towards the back of the boat, away from the giant.
A blast of the demon's fiery breath lands just in front of Charlie, burning the boat and then becoming a group of smaller bat-like demons. Charlie turns and runs, only to be stopped by another fiery blast. This also turns to demons. Soon all the demons are attacking and biting him. Charlie runs again as the boat begins to crumble under him. The demons continue biting him as he cries out. The scene then cross-dissolves to Charlie sleeping and the pups on top of him nipping at him trying to wake him up. He is on top of a broom leaning against a wall.
Discovering it was only a dream, he runs up to the attic to find Anne-Marie. She is gone. The pups tell Charlie that she went to see the wallet family. Charlie heads out as the scene fades to two pairs of feet under a table. It is the kitchen of the wallet family, and they are feeding Anne-Marie waffles and getting to know her. When the family discovers that Anne-Marie lives in the junkyard with her dog, Charlie, the wife excuses herself and her husband to talk privately out in the hall.
As the couple talk in the hall, and apparently are discussing the possibility of adopting her, Charlie calls to Anne-Marie from the kitchen window. Anne-Marie tells Charlie how wonderful the couple is. Charlie tells her that she seems to have found a home, so he just came to say "good-bye." Playing the martyr, he states he can't live with her because the couple wouldn't want a dirty dog in the house. He then begins coughing and says he'll get along somehow. Charlie then leaves, and Anne- Marie follows, exiting through the window, calling after him.
The scene shifts to the French Market. Charlie and Anne- Marie are walking down the street and it is deserted. Carface can be heard telling someone to wait a few more minutes, and to aim to the left. He doesn't want to hit the girl. Carface and Killer are now seen. They are sitting atop a large dog. Killer has his ray gun pointed right at the audience. The gun goes off and makes a direct hit on Charlie. Anne-Marie screams. Charlie grabs his watch, calls it a beautiful "little ticker," then has Anne-Marie mount him as he runs off. Carface, angry that Charlie is getting away, smacks Killer which causes the gun to go off. The dog they are sitting on is startled and runs around. The gun now blasts every which way on the street hitting various boxes and displays. All three ride off out of sight as Carface screams he's surrounded by morons.
Inside a nearby warehouse, Charlie and Anne-Marie hide. They pop out of some boxes, and he asks if she is all right. When he finds out she is fine, he again threatens to make Carface pay. Suddenly the floor begins to give way. He tells Anne-Marie to walk softly, but it is too late and the floor collapses beneath them.
They fall far and land in water. Both seem okay, but Charlie is terrified; he's lost his watch. Anne-Marie suggests it fell in the water and he begins searching. Suddenly he hears it ticking and tries to determine the direction, only to hear it stop. He goes into a death scene, only to find the watch gliding across the water. Wondering if the place is haunted, Anne-Marie is also grabbed by something and begins to glide across the surface of the water. The same plight happens to Charlie.
The scene changes and Charlie and Anne-Marie are in bamboo cages being carried by rodents in native outfits. They carry his watch in front of them. Charlie asks Anne-Marie to tell them to give him his watch, but she states they speak some strange language. Charlie manages to grab the watch just as the two cages are lowered down further onto a small island of junk in the water. When he hits the ground, he again drops the watch.
On the pier above, the native mice chant. A giant door opens and something comes in under the water. Charlie tells Anne-Marie they are going to die. A giant alligator, King Gator, gets out of the water and comes towards them, just barely missing stepping on Charlie's watch. He pick's up Charlie's cage and claims it looks like a tasty canine gumbo. Anne-Marie begs for King Gator not to eat Charlie, but the giant Gator puts Charlie and cage in his mouth. As he begins to bite down, Charlie gives his howl. King Gator stops in his tracks. He tells the native mice that he can't eat a voice as "sumptuous" as Charlie.
He frees Charlie, who grabs his watch. The Gator jumps for joy, shaking the island and knocking Anne-Marie into the water. Suddenly the Gator breaks into song as a giant pearl lands on the island and the image changes into that of a oyster shell. King Gator puts on a flowered bathing cap and breaks into "Let's Make Music Together." As the song continues, the scene changes from the sewers to a multi-colored background with sparkling walls. The shell raises up to the sky on a spout of water and Gator and Charlie dive off it, continuing the song underwater for a brief period. The Gator then grabs a trapeze bar that raises him and Charlie high in the sky. Gator does some twirling on the bar, tossing Charlie around like a small doll. He then drops down and both land underwater again.
The Gator goes back up to the surface and does a backstroke with Charlie riding his stomach. As they swim along, flowers bust forth with water like a fountain. At this point Charlie joins in with the singing. The background now resembles an elegant swimming pool as the pair continue singing. However, along with the singing, coughing is heard. It is Anne-Marie, leaning on a rock. King Gator swims by the rock and Charlie pulls Anne-Marie aboard. She says she doesn't feel very good as the trio swim out the large doors, which are now ivory pillars.
Meanwhile, back at Charlie's, Itchy is cleaning up. He yells for Rocky to relieve Jocko on guard duty. When there's no answer, he calls again, but is shocked to find Carface is standing behind him. Carface asks where the girl is and Itchy says he doesn't know. Carface asks his gang if they believe Itchy.
As the dogs move in on Itchy, the scene shifts to outside the old church. Anne-Marie is heard coughing. Flo is heard telling Charlie that the girl has a fever and possibly pneumonia. When Charlie suggests a vet, Flo tells him she's a girl and needs a doctor. Though he doesn't know any doctors, he tells Flo he'll find one. Cutting to inside the church, Itchy is heard calling for Charlie. Charlie tells Itchy to be quiet because Anne-Marie is sick and needs sleep. Itchy sarcastically tells Charlie, "you're breakin' my heart." Charlie then sees that Itchy has been hurt.
Charlie asks what happened and Itchy says it was Carface and his gang. Charlie apologizes to Itchy. Itchy then goes to a window and tells Charlie to see what else Carface did. Looking outside, Charlie sees a massive fire in the junkyard. Itchy tells him, "that's our place." Itchy then goes into a tirade at Charlie telling him that it was Charlie who was going to fix Carface, but now it's Carface who's fixed Charlie. He then reminds Charlie that he had always been against Charlie's plan to get revenge, to steal the girl, and such. But he stuck with Charlie because Charlie was his friend.
Itchy now pleads with Charlie to dump the girl and the two of them can leave for someplace else and call it even. Charlie claims that since the place burned down, they need the girl more than ever to rebuild. Itchy accuses Charlie of going soft, of having fallen in love with the girl. Charlie becomes angry and tells Itchy that he's only been using the girl. Itchy is his best friend, with the girl it's just business. Charlie shouts that when they're done with the girl, they'll dump her in an orphanage. He asks if that's okay with Itchy. Itchy quietly answers, "Sure, boss."
Anne-Marie has been standing on the steps behind them for the last few moments. Charlie and Itchy see her, and she begins to cry. She calls Charlie a bad dog and runs out. He runs after her, but when he gets out the door, all he finds is her doll on the ground. As it begins to storm, he hears her scream. Knowing Carface has her, Charlie runs off into the night. Itchy arrives at the door just as Charlie has disappeared. Flo comes up behind Itchy and tells him to take the doll to the wallet family at 402 Maple Street for help. Itchy grabs the doll and runs off.
Itchy is seen running down a rainy street. He barks out for assistance from other dogs. One answers, wondering what is at that address. Itchy tells him that Charlie is in trouble and a there's a little girl. Another dog hears the address and gives directions. When he asks the first dog what's going on, he's told by the first dog that Charlie is in trouble and a little girl may die. The two begin barking their message throughout the city.
Meanwhile, at Carface's ship Anne-Marie is hanging over the water in a cage. Charlie arrives and calls to her. He leaps into the cage and picks her up off a box with his front paws, promising to take her to the wallet family. Suddenly Carface is heard above. He and his gang are standing around the boat, looking down at Anne-Marie and Charlie. Charlie puts her down and jumps out of the cage onto a ledge as Carface tells his gang to get him. A battle begins with Charlie using his paws like fists.
Elsewhere, at the wallet family's home, the couple has been rudely awaken in the night. When the wife asks what is it, the husband looks out the door and replies, "dogs". In front of their house are dozens of dogs. Before the husband can shut the door, Itchy runs in. The wife screams as Itchy continually barks at her.
Back at the boat, the battle continues. Charlie is doing pretty well until Carface joins in. He manages to begin tying Charlie to an anchor when another dog bites Charlie's foot. Charlie gives out his famous howl. In the distance, the river bubbles as King Gator heads for the ship. In the ship, Charlie and the anchor are being lowered into the water. As the anchor goes into the water, Charlie holds his watch in his mouth, trying to keep it above water.
Before he fully goes underwater, the ship's hull is split open by King Gator who begins destroying everything in his path. Charlie goes under, but King Gator bites the ropes, freeing him. Charlie comes up and Carface panics.
Meanwhile, the dogs and the wallet family are racing down the street. More dogs and people join in as they witness the rush. Even Flo and the puppies have heard the call and are on the way.
At the ship, Carface and Charlie are in a deadly battle. King Gator gives the ship another head butt from outside knocking Anne-Marie's cage into the water. She is floating on the box that was in the cage. Charlie calls to her and heads in her direction to save her. The same shaking causes some oil barrels to upset and spill on a generator starting a fire. Anne-Marie is quickly surrounded by burning oil as Charlie watches overhead. Charlie hangs his watch on piece of railing and prepares to dive. However, Carface leaps on Charlie causing the watch to fall onto a floating board.
After another Gator head butt, Carface is knocked off the platform into the water. Gator sees Carface and heads after him. The implication is that King Gator eats Carface. Charlie now leaps from the platform into the water. He lands near his watch and grabs it. Charlie looks to Anne-Marie as she falls off the box and sinks out of sight. He puts his watch on the box and goes down for her. While underwater, he's able to grab her, but falling embers above knock his watch off the box. As he is coming up with the girl, he sees his watch sinking. He makes an attempt to grab it but fails. He then swims down a bit to grab it but fails again. Looking at Anne-Marie, he begins to swim upward. His watch hits the bottom and pops open.
On the surface, Charlie finds a plank to put Anne-Marie on. He pushes the plank off towards the large hole in the hull made by King Gator, yelling out to her that she can make it. Her board floats out of the burning ship and into the river. As the watch at the bottom begins to tick irregularly, Charlie winces in pain. He dives again to get it. A shot shows the watchworks rapidly filling up with water as the ticking gets more irregular. Charlie continues swimming downwards as the watch stops and black ooze fills the screen.
On the river bank, the dogs, police and others have arrived. Flo and Itchy walk out into the water as Itchy simply says, "Charlie." In the distance is a floating object. It is Anne- Marie on the plank, being pushed by Killer. The wallet family gasps as everyone runs to the girl's aid.
Later, outside the wallet family's home, the moon is on the horizon. Inside, a limping Itchy gets on the bed where Anne- Marie is asleep. He falls asleep next to her as a wind begins to blow leaves into the room. In the distance, a red glow burns from the ground. A red fiery wind blows into the room, followed by a red cloud that materializes into Charlie. He lands by the side of her bed. He puts his head on the bed and sadly says, "I'm sorry." Back in the distance, the demon creature from Charlie's nightmare calls for him.
Suddenly, a blue light floats in and flies through the creature, destroying it and the red haze. The light then floats into the bedroom, calling Charlie. It is the Whippet. She now says that Charlie can go to heaven, because he gave his life to save the girl. The Whippet tells him to say goodbye to her. Charlie sadly leaps on the bed and looks at Anne-Marie, unable to say anything.
Anne-Marie stirs, waking up. Charlie instantly smiles, putting on his usual cocky persona. He tells her he's come to say goodbye. He's going on a little trip. Charlie then asks her to take care of Itchy while he's gone. Anne-Marie promises. Charlie says goodbye to Itchy. Anne-Marie then says she'll miss Charlie and gives him a kiss. Rather than spit it off, as he done in the past, he looks down and quietly says he'll miss her too. He then tells her to go to sleep. She asks if she'll ever see him again. Charlie assures her that "Goodbyes aren't forever." Anne-Marie then says goodbye and that she loves him. He mumbles what sounds like "I love you" to her then backs away as she falls asleep.
Charlie walks off the bed towards the window. The blue light leaves and the windows open to reveal a smoky, sparkling mist. The Whippet tells Charlie to come home and he leaps into the mist, disappearing. As Charlie and the Whippet float on clouds up to heaven, the end titles begin to roll and a choir begins singing. Charlie stops the song and declares that he knows they're dead "up here, but so's the music." At which the score turns to "Halleluah." As the song and titles continue, Carface is found in heaven tearing off his wings and gown. He threatens revenge against the Gator and begins winding his clock. The Whippet gives her warning only to have Carface respond, "oh, shut up." He flies towards Earth with the Whippet in close chase. Charlie's head, halo above, pops out of a cloud and announces Carface will be back, winks at the audience and disappears back into the cloud. The halo remains until Charlie's hand reaches up and pulls it into the cloud. At the conclusion of "Halleluah," another song, "Love Survives" plays.
- Burt Reynolds as Charlie B. Barkin
- Dom DeLuise as Itchy Itchiford
- Judith Barsi as Anne-Marie
- Vic Tayback as Carface Caruthers
- Charles Nelson Reilly as Killer
- Melba Moore as Whippet Angel
- Daryl Gilley as Dog Caster
- Candy Devine as Vera
- Rob Fuller as Harold
- Earleen Carey as Kate
- Anna Manahan as Stella Dallas
- Nigel Pegram as Sir Reginald
- Loni Anderson as Flo
- Ken Page as King Gator
- Godfrey Quigley as Terrier
- Jay Stevens as Mastiff
- Kelly Briley as Puppy
- Cyndi Cozzo as Puppy
- Thomas Durkin as Gambler Dog
- Dana Rifkin as Fat Pup
- Dan Hofstedt - You Can't Keep a Good Dog Down Chorus, Crowd Walla at Racetrack & Casino
- Dan Kuenster - Doberman Bookie in Carface's Casino
- Dan Molina
- David N. Weiss
- Dick Zondag
- Jeff Etter
- John Carr
- John Eddings - Chihuahua Gambler in Carface's Casino
- Mark Swan
- Taylor Swanson
- "You Can't Keep a Good Dog Down" - Burt Reynolds and Dom Deluise
- "Let Me Be Surprised" - Melba Moore and Burt Reynolds
- "What's Mine Is Yours" - Burt Reynolds
- "Soon You'll Come Home" (Anne-Marie's Theme) - Lana Beeson
- "Let's Make Music Together" - Ken Page and Burt Reynolds
- "Hallelujah" - Candy Devine
- "Love Survives" - Irene Cara and Freddie Jackson