When wide-eyed orphan Oliver Twist (John Howard Davies) has the colossal nerve to ask for more gruel at his workhouse, his cheekiness gets him shipped off to an apprenticeship with a mortician. Soon Oliver bolts for London, where he falls in with a den of pickpockets and thieves led by the callous, despicable, conniving Fagin (Alec Guinness). A cavalcade of complications follows.