Oliver, Dodger and Charlie go to the Ascott Steeple Chase in disguise. They get involved in the horse race eventually winning first place and Nancy comes in disguise to save them from Mr. Bumble and his duo.

Oliver, Dodger and Charlie venture get an alligator from the sewers, hoping to start up a show, but Bill Sykes takes charge for the show. For that Dodger sets the alligator on Bill, then sets it free.

Oliver, Doger and Charlie set off to rescue Fagin who is being held prisoner in the Tower. With the help of the ghost of a disgraced knight, Charlie frees Fagin and they make their escape and face two evil ghosts.