All Dogs Go to Heaven/Plot

In 1939, Charlie B. Barkin and his best friend Itchy Itchiford are breaking out of a heavily secured dog pound, but in the process bust a water main and are discovered. The two barely escape while being shot at. Later, they make a grand entrance at an casino riverboat on the bayou, formerly run by Charlie himself and now run by his business partner, Carface Caruthers. Apparently, Carface, refusing to share the profits with Charlie, had been responsible for Charlie and Itchy getting committed at the pound. Unaware of Carface's malicious intent, Charlie returns to him expecting open arms, but Carface wants to sever ties with him, claiming that authorities searching for Charlie will discover their hidden all-dog society. To get Charlie out of his plans for good, Carface and his henchmen cats Fee and Line and dog Killer arrange his death. Itchy discovers this plot and attempts to warn Charlie. Carface takes Charlie to Mardi Gras in New Orleans to celebrate Charlie going into his own business. At the party, he gives Charlie a "lucky" gold watch. The drunk Charlie is then taken to the docks, while Itchy searches for him. In Carface's orders, Fee and Killer start a car at the end of the docks, which then rolls down and run over at Charlie.

Charlie is sent to Heaven by default despite not having done any good deeds in his life; a whippet angel explains to him that because dogs are inherently good and kind, all dogs go to Heaven and are entitled to paradise. Charlie cheats death by stealing a gold pocket watch representing his life and winding it back. As Charlie plummets back to Earth, the whippet angel shouts to him that he can never return to Heaven. When the watch stops again, he will be sent to Hell instead. However, as long as the watch continues to run, Charlie will be immortal.

On Earth, Charlie visits Itchy at his home. Itchy is scared, believing Charlie is a ghost, but Charlie convinces him otherwise. The two then go searching for the secret to Carface's success to use it aganist him. They crawl through the vents and discover that Carface has kidnapped a young orphaned girl named Anne-Marie, who has the ability to talk to animals and gain knowledge of a race's results beforehand, allowing Carface to rig the odds on the rat races in his favor. They rescue her, intending to use her abilities to get revenge on Carface, taking her back to Itchy's house. Upon discovering this, and outraged Carface commands Fee, Line and Killer to find her.

The next day, the trio heads to the horse track. With some difficulty, Charlie convinces Anne-Marie to talk to one of the horses, saying that any money they earn will go to the poor. A horse says that it is the Grand Chawhee's birthday, and that he will win. The group is then seen outside, looking for a way to get money to bet with. They find a couple, and Charlie tells Itchy to do "the number three." Itchy is then seen acting as though he is injured, in order to distract the couple while Charlie takes the man's wallet. After obtaining the wallet, the three leave to make the bet.

In the next scene, the three are seen stacked up under a pink overcoat. They make their bet and go to their seats. When the race starts, Chawhee is seen exiting his starting pen backward. However, the other horses allow him to win. Charlie, Itchy and Anne-Marie collect their earnings and are seen winning bets on numerous other races. However, Anne-Marie is unhappy, and the trio goes out and buys her pretty new clothes. Itchy then builds a casino, which the two run successfully. Charlie then spots Anne-Marie attempting to leave, unhappy because none of the money has gone to helping the poor, or to finding Anne-Marie new parents, both of which were promised by Charlie. In order to convince her to stay, Charlie decides to go "help the poor".

Meanwhile, Carface is about to lower Fee, Line and Killer into a pit of pirahnnas, after both a failed plan to catch Anne-Marie, and realizing Charlie is still alive and he got Anne-Marie. While they are being lowered, Killer asks Carface to spare them, saying he has a gun. Carface pulls him up and asks what type of gun it is, to which Killer replies "a Flash-Gordon Thermo-Atomic Ray Gun." Carface appears to be pleased before the scene cuts to Charlie and Anne-Marie bringing pizza to a family of poor puppies and their mother, Flo, at an church. While there, Anne-Marie becomes upset at Charlie for stealing the wallet. She goes to the attic and wishes to live with the couple in the future. After a nightmare in which he is sent to Hell for eternity, Charlie wakes up in the room, only to find Anne-Marie gone.

The couple welcome Anne-Marie into their home, serving waffles. They also forgive Charlie for taking their wallet. Anne Marie tells the couple that she lives with Charlie and Itchy, and that she has no parents. The couple exits the room to talk about her. While they are talking, Charlie shows up and convinces Anne-Marie to leave with him. The two then pass through the market on their way home. Fee, Line and Killer are also there with the ray gun. The trio shoot Charlie several times, but he survives. As he and Anne-Marie run away, a confused Killer starts to fire in random directions while the large dog he, Fee and Line are riding runs off.

Charlie and Anne-Marie are then seen hiding in an abandoned building. The two fall through the floor, and Charlie loses his watch. In the flooded area beneath, he tries to find it. He sees it, but it starts floating away. Charlie and Anne-Marie are then picked up and moved in the same direction by an unseen force. They are then seen in cages being carried by rats. Charlie asks Anne-Marie to talk to them, but she cannot understand them. Charlie attempts to grab his watch, but loses it again when he is dropped onto an island with Anne-Marie. A moving object in the water circles the island before coming ashore, revealing it to be a giant alligator named King Gator. The alligator places Charlie in its mouth, despite Anne-Marie’s plea to not eat Charlie, and he howls. King Gator decides not to eat Charlie because to him, it sounds like a singing voice, and begins singing, during which Charlie recovers the watch, the less water sickening Anne-Marie. Charlie picks up Anne-Marie and the two ride King Gator back into New Orleans.

Back at Charlie's Casino, Itchy is closing up, while Carface sneaks up on him and asks where Anne-Marie is. Itchy does not know, and Carface attacks him. At the church, Charlie is talking to an medical owl who gives an medicine for Anne-Marie when Itchy limps in, presumably beaten up by Carface’s thugs. He tells Charlie what happened, and shows him the burning casino, suggesting the two leave Anne-Marie with a family and go someplace else. Charlie tells him that they need to start over, and need her more than ever. Itchy tells Charlie that he knows that he is caring about Anne-Marie. Charlie, realizing Itchy is right, tries to lying about it, saying that he doesn't care about her, that he is just using her, and when they are done with her, he'll put her in an orphanage. Unbeknownst to them, Itchy notices Anne-Marie, who was overhearing their conversation. Not knowing Charlie was lying, she tells him that he is a bad dog, and runs away, crying. Charlie then begins to realizing his selfishness and starts to feel incredibly guilty for everything he's done, which he runs after her, and stops at the entrance, where she has left her stuffed rabbit. Anne-Marie begins crying about her bad fortune and decides to go to the couple's home to be adopted, but is then captured by Fee, Line and Killer, who were following her and Charlie to the church. Charlie hears her scream and runs after her. Itchy reaches the entrance, and Flo tells him to take the stuffed rabbit to 402 Maple Street. Itchy goes into town and asks other dogs where it is. All tell him and spread the word to others. Itchy and many other mostly dogs reach the house and give the stuffed rabbit to the couple, alerting them that Anne-Marie is in danger.

Charlie reaches Carface's casino and attempts to rescue Anne-Marie, who then realizes that he truly loves her, but Carface is expecting him and has his thugs attack. Charlie is captured and tied to an anchor. While this is happening, a dog bites Charlie's foot, and he howls, summoning King Gator (who he and Anne-Marie met earlier). When Charlie is lowered, King Gator sets him and Anne-Marie free. While this is happening, Itchy is bringing a large group of dogs, along with Harold and Kate, to the site. The alligator's attacks makes Fee and Line to run away in fear. Carface tries to ambush Charlie from behind, but Anne-Marie hits him off the place with a tree branch, knocking Carface into the water to be chased away by King Gator, and Charlie dives in to save Anne-Marie, who falls into the water when the floor crumbles beneath her. Charlie grabs her and pulls her up, but his watch falls in. Charlie puts Anne-Marie on a piece of debris and pushes her outside, and dives in to get the watch, despite Anne-Marie attempting to tell him to save himself. The watch, now at the bottom, floods and stops before Charlie reaches his watch. Anne-Marie and a redeemed Killer are discovered by Itchy, Flo, Fee, Line, the couple, and the authorities, as the boat sinks into the water.

Sometime later, the couple adopt Anne-Marie, who recovered from her sickness and has also adopted Itchy, but is sadded about Charlie's death. Charlie returns in ghost form to apologize to Anne-Marie. The whippet angel appears and tells him that because he sacrificed his life for Anne-Marie, Charlie made a good deed and has earned his place in Heaven. Anne-Marie awakens, and they reconcile. Charlie asks her to take care of Itchy, and bids his sleeping friend and Anne-Marie goodbye. When Anne-Marie goes to sleep again, Charlie reluctantly leaves and returns to Heaven where Carface also arrives, having been caught and eaten by King Gator.

During the credits, it shows Carface ripping off his angel wings and halo while planning to get his revenge against King Gator by taking one of the clocks; until he is warned by the whippet angel that if he takes the clock, he can "never come back" before being chased by her. The film ends with Charlie watching Carface getting chased away, until he looks at the audience and says "He'll be back" before winking and retrieving his halo.