"Orphaned at an early age, Oliver Twist is forced to live in a workhouse lorded over by the awful Mr. Bumble, who cheats the boys of their meager rations. Desperate yet determined, Oliver makes his escape to the streets of London. Penniless and alone, he is lured into a world of crime by the sinister Fagin, the mastermind of a gang of pint-sized pickpockets."

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NOTE: This Spoiler was sent in by Spiritflare who says... "In a classic retelling of this story, Barney Clark playing Oliver really shines, and Ben Kingsley does justice to the character of Fagin.  The other performances are also excellent. It's a pretty authentic rendition in my opinion, and definitely worth catching!."

The movie opens with the silhouette of a man holding a little boy's hand against the backdrop of the English countryside, circa early 19th century.    The man drops the boy off in front of decrepit building which we learn is an workhouse, typical of the time.   The boy is received by a parishioner, and brought before the administration of the workhouse, a bunch of obese, red-faced men sitting at a dinner table laden with roast beef and all sorts of gourmet items.    The frail looking boy is asked his name, too which he meekly answers "Oliver Twist".  The old men can hardly hear him, and demand he speak up. Some of them start making sarcastic remarks and begin to tell him how grateful he should be that someone is providing food and shelter for him, especially since he is an orphan.   

The boy is led out and assigned to sleep in the shared workhouse dorm with all the other orphans in a simple wooden box which resembles a coffin.   The next morning he is woken early, given some gruel and assigned work recovering fibers from old shipping ropes.  After a while, we see that all the orphans are underfed, and when it is feeding time, they are given a single scoop of porridge which are essentially concentration camp rations.   

We cut to a scene where the boys are drawing straws, and in this case Oliver happens to get unlucky and draws the short one.  We're not sure what this means, but at the next meal sitting, he goes up to the parson who is supervising and asks "Please sir, may I have some more".   It seems that the boys have bet that someone should ask for more food and see what happens.  What happens is that Oliver gets struck in the face by the cane carried by the supervisor, and the old man starts chasing Oliver around the mess hall yelling and shouting.    After a while the senior parish member is brought in, and goes before the same parsons who received Oliver when he came to the workhouse, and again we see the bunch of overfed men sitting around the table enjoying their gourmet dinner, and (whilst the orphans are starving) and the parson explains that Oliver Twist has "asked for more" food.    The faces of  all the men drop in shock - and they demand that he be expelled for his impudence. Again, someone makes a sarcastic remark   saying "that boy will be hung". 

A sign is put up on the wall outside the workhouse advertising a boy for sale for 5 pounds   cost, and soon enough, a chimneysweep shows up and tries to claim Oliver to be his apprentice in this dangerous job - he needs a little boy to crawl up the chimney and do the dirty work.   As Oliver's fate is being negotiated, and a judge is about to sell him, he starts crying and pitifully begs the judge not to sell him to the chimneysweep. Apparently this stirs something in the judge's heart and he orders, much to the reluctance of the workhouse parish staff, to take him back and treat him better.   

The next time we see that they have found somewhere else for Oliver to go, and this time they find another old man, who agrees to accept him and sends him off with the servants to be fed.  

The servants don't treat Oliver any better than at the workhouse, and they feed him dog scraps and let him sleep on the wooden floor under a desk.  Poor Oliver, looking really gaunt and tired at this point, falls into a deep sleep and wakes early in the morning to the sound of someone banging really hard on the wooden door.   He opens the door and sees another boy slightly older than him (Oliver is supposedly 10) whose name is Noah Claypole (played by Chris Overton).  The boy starts taunting Oliver around from the start, telling him that Oliver is under his supervision, and later we see that Noah is favored by the servants, who set down a nice meal of bacon for him, whilst Oliver is given mere scraps.    After bullying him around, at one sitting, Noah starts making fun of Oliver's dead-mother, suggesting that she was a no-good and deserved death.  This provokes a fight as Oliver is forced to defend his mother's memory, and he really manages to give the much larger boy a solid beating.  Of course Noah, a true coward, screams bloody murder, and the servants rush in and start beating and restraining poor Oliver, and of course Noah starts punching him, now that it's 3-against-1.  

They force Oliver into the coal-storage cellar and call for the workhouse parson and the master of the house.  As soon as the supervisor arrives, he tries to intimidate Oliver in the cellar asking him if he's scared of hearing his voice, to which Oliver bravely denies.   They finally release him, and the servant ladies exaggerate what he did, claiming the boy is naturally violent, to which Oliver shouts that Noah was insulting his mother.   One of the servant women tells Oliver he deserves anything Noah said about his mom, because it's true.  Oliver cries out she's a liar, to which the servant woman is flabbergasted and demands retribution to dare suggest he's a liar.   Although the master of the house is reluctant, he is forced by the servants to administer a caning to poor Oliver and he's beaten. 

Later that night, we see Oliver sneak out - he's running away - it seems anywhere would be better than in this town where everyone is treating him so cruelly.    We see that he is making his way down a long winding road, and we see a sign that reads "London 70 miles".   The camera focuses on his shoes, and we see that there is barely a sole or heel left, and he's not going to make 5 miles without getting blisters.   On the way, he stops at a farmhouse for some water, but the landowner threatens him off the property and doesn't want any beggars.   Poor Oliver only makes it for a short distance before he faints on the road, and the camera zooms in on his feet which look like one bloody stump.   

An old woman in her cottage sees him and takes him in, where she feeds him with what little she has. When Oliver recovers, he tells her that he needs to keep going to London, and the look on the old woman's face is one of apprehension for his future.  

Next we cut to the scene where Oliver has reached London, and he's collapsed on some steps.  We can again see his feet are all bruised and blistered - it's a miracle he made it.    We are now introduced to the character of the Artful Dodger (A.D) (played by Harry Eden) who sees Oliver and asks him if he needs food & shelter. Oliver can only barely mutter yes. Along the way, the boys walk by the market, and we observe A.D. steal some bread without the stall owner noticing.  In the same manner, he manages to steal some meat which he puts under his hat.  Ah, he's a thief!

He gives this food to Oliver who hungrily grabs it up, and next the A.D. leads Oliver through the narrow streets to where he's going to sleep that night.    In the back of some alleyway, and up some stairs, we are brought into a room where we see a number of young boys more or less Oliver's age, and what appears to their guardian, who is Fagin (played by Ben Kingsley).

Fagin asks A.D. who Oliver is, and after a few words, Oliver is allowed to sit down and gets dinner.   At the dinner table, Fagin asks each of the boys what they have come up with today, and one by one, the young boys start pulling out scarves and watches from their pockets, and handing them over to Fagin, who examines each for quality and value, and praises the boys.   We know by now that Fagin is the mastermind behind a pickpocket ring, but Oliver is all taken aback by this and makes no clue of it.  

Later that night, he watches some boys play a game with Fagin, where Fagin dresses up as a gentlemen with a top hat, and puts a scarf in his pocket.   The Artful Dodger and another boy walk up to him and try to remove the items from his pockets without Fagin noticing.   Oliver watches all of this in amazement, but doesn't realize the true significance of "game".  

Later, while Oliver is sleeping, and the other boys are gone, apparently to do their "thing", Fagin opens a trapdoor in the ground and removes a jewelry box and starts looking at the contents..inside we see lots of necklaces and watches and other valuables, all apparently stolen.   It seems Fagin is keeping the good stuff for himself.  Oliver has woken up by now and suddenly catches the attention of Fagin, who runs over and threatens to kill him with a knife, demanding to know what Oliver has witnessed.    Poor Oliver is caught by shock and denies seeing anything, but Fagin mumbles that all the stuff in the box is for his retirement, and belongs to "him".    He lets the terrified Oliver go, and quickly puts away the box before the other boys return.  

That night, Oliver asks Fagin if he can go outside, and Fagin says on one condition - if Oliver can steal a scarf from his pocket without him noticing.    Oliver pulls it off, and Fagin praises him, telling him that if he lets the Artful Dodger be his mentor, then he'll even be better than A.D. one day.   

The next day, Oliver is allowed to go out with the A.D. and one other boy on a "mission", and we see them stakeout a man standing outside a bookstore.  The A.D. distracts the old man, and the other boy manages to steal from the man's pocket.. Oliver watches this in amazement from the corner, when all of a sudden, the owner of the bookstore notices the theft occurring, and yells out.   Everyone in the street stops doing what they are doing, and give chase to the A.D. and the other boy.  Meanwhile, poor Oliver is flabbergasted and starts to run away.

By now the A.D. and the other boy from Fagin's crew have abandoned him, and while he's running, someone punches him and knocks him to the ground with a bloody nose.   The police and the man who was robbed arrive, but there's enough decency in the man to ask if Oliver's hurt, and poor Oliver is led away to the courthouse by policeman half-unconcious.  

When he gets there, he's brought before the magistrate and they have a quick fiasco of a trial, where the magistrate is convinced all the street kids are thieves, and refuses to listen to Oliver pleading that he didn't steal anything, and even refuses to hear the victim who was robbed or any witnesses.   He immediately sentences Oliver to 3 months hard labor, and demands the policemen take him away.   Just as poor Oliver is about to faint from all that is happening to him, the bookstore owner Mr. Brownlow (played by Edward Hardwicke) rushes in and states that he saw who the real thieves were, and that Oliver is NOT one of them.   The magistrate is pretty reluctant to allow this testimony, but the bookstore owner demands to be heard and finally the magistrate agrees to let poor Oliver go, and he's dumped outside the courtroom on the street.    The victim of the theft takes pity on Oliver, realizing from the beginning that there is something innocent about boy, and takes Oliver away to his home outside London.  

When he gets there, Oliver is finally put in a real bed, and wakes up the next day to find himself in what can only be heaven compared to his previous existence with Fagin.   The book owner, who happens to be a writer, tells Oliver that he trusts that he is innocent and that he will look after him.   We see Oliver dressed in decent clothes, and he gets to burn his old rags with the maid, who treats him like a son.   

During this time, we are taken back to Fagin's den, and where he is being informed by the Artful Dodger how Oliver was left behind, and was caught by the "Traps"(police).   This disturbs Fagin, who is worried that Oliver has seen too much about his operation, and will disclose everything to the cops.

While this is going on, we see the character of Bill Sykes (played by Jamie Foreman) who walks into Fagin's place and asks about what has happened.   We will later find out Sykes is an evil villain and murderer and he demands that his "girlfriend", another street kid he picked up a long time ago, called Nancy (played by sexy Leanne Rowe) should go the police station pretending  to be Oliver's sister and try to find out where he was taken.   Nancy initially doesn't want to go, (Nancy is the only person  who shows Oliver any love, as we will soon find out.) but is forced to at Sykes urging.   

When she gets to the police station, she manages to convince them that she is his sister and demands to know where he was taken.  The policeman digs up the business card of Mr.Brownlow, who took Oliver to the country, and now that she has this information, Nancy returns and gives the card to Skyes, who secretly plans a mission with Toby Crackit, his associate, to stakeout and kidnap Oliver, presumably to either kill him before he mentions anything to the cops, or bring him back to Fagin.  

We cut back to Brownlow's home, where Oliver is finally getting used to his new life, and we notice Sykes is in town having got the address from Nancy, and sends his associate to knock on the door of the house in an attempt to draw Oliver out.    Oliver comes out and doesn't see anyone, and discovers some books at the doorstop (a ruse by Sykes) and just as he gets in a position for Sykes to cuff him with his cane, a carriage gets in the way, which causes Sykes to abort the kidnapping.  

Oliver takes the books to Mr.Brownlow, who realizes that he needs to send payment to the bookstore owner in London, and since the "courier" has vanished, (really Sykes associate), he tries to figure out how to send payment when Oliver offers to take the books and payment back.   

Mr.Brownlow, who trusts Oliver by now, gives him the books and a 5 pound note and allows him to go, much to the protesting of Brownlow's friend who insists Oliver will never return with the money and is not to be trusted.   Nonetheless, he permits it, and Oliver makes his way on foot to London (can't be too far) and soon reaches the bookstore.   Just as he's about to go in, Sykes who has been staking him out all along, gets Nancy to grab Oliver and start shouting that she is his sister and their poor mother is waiting at home for Oliver.    Poor Oliver, dressed in his nice little tuxedo is being kidnapped on the street in front of dozens of people, but Nancy is yelling out that she's his sister, and nobody is believing Oliver!  He shouts that he doesn't know these people, but soon Sykes appears pretending to be Oliver's father, and this seals his fate, and he is rushed back to Fagin's house.  

Immediately upon getting there, he is stripped of his tuxedo and given his "rags" back, and given a severe beating.    Nancy, presumably feeling guilty at her role in kidnapping Oliver back, rises to defend him, suggesting that they've taken away everything from him, why is it necessary to beat him, but she herself is thrown back by Sykes.    Here Nancy also accounts her own story about Sykes "rescued" her from the streets and forced her into stealing or "worse" and we can only feel sympathy for her and Oliver..(a lot of the audience members were in tears).

Meanwhile, we can only imagine how the prediction from his friend about Oliver is now ringing true in Mr.Brownlow's ears. Sykes takes Oliver away for a "lecture", which we later find out is really a threat session - he pulls out his gun and threatens to use it on Oliver if he ever dares say a word or call for help.   

Later, Sykes associate walks in, and the men load weapons into their coats in front of a terrified Oliver, who has no idea what plot is being hatched - that is, they want to go back to Mr.Brownlows house and rob him.  Sykes grabs Oliver by the neck and forces him outside, and the three of them head out to the country and appear in front of the Brownlow residence.   This is when Oliver realizes what Sykes is planning to do, and begs and pleads for him not to go ahead with the robbery, telling them that Mr.Brownlow will think Oliver betrayed him.    Sykes throws Oliver over the fence, telling him to shut up and they come up to the back of the house and use a crowbar to break the window, where they force Oliver to climb into and command him to open the door.   Sykes pulls out his gun and tells Oliver that if he pulls any funny business, he'll blow his brains out.  Oliver climbs into the window, and numb with fear and under Sykes gun, climbs on a chair and opens the door.  

Meanwhile Mr.Brownlow and the maid have heard noises and suddenly there's a big commotion as Sykes and his associate come in through the door, and Oliver tries to run up the stairs yelling to Mr.Brownlow to save him, but Sykes points his gun and shoots Oliver.   He hits him in the arm, and Oliver is picked up screaming and dragged away.  The robbery has been foiled, but Sykes orders his associate to take Oliver into the bushes and shoot him, but just as he's doing this, Sykes trips and falls down the river bank into the water and is carried away.  

In the meantime, Toby takes the now unconscious from bleeding Oliver back to Fagin's house, where Nancy rushes to help clean his wound.   Toby recounts what has happened to Fagin, and the next day we see Sykes has somehow floated back down the river to London , and is in bed with a raging fever. He asks Nancy where Oliver is, and if Toby killed him, but she tells him that he is wounded in the arm and at Fagin's place.   Sykes can only say that when he gets out of bed in a day, he's going to go and kill Oliver himself.    This frightens Nancy, who realizes she has to do something to protect Oliver. She slips something into Fagin's drink and he passes out, and she steals the business card with Mr.Brownlow's address on it, and rushes to the house to warn them Oliver will be killed.  

When she knocks on the door, Mr. Brownlow isn't it, so she leaves a message with the maid telling her that Oliver innocent in the robbery, is in grave danger, and that if Mr.Bronlow wants to save him, he should meet  her on London Bridge on Friday at midnight, and if she's not there, to keep coming every night.   The poor maid is shocked with the news, and Nancy  goes back to London .  

The next evening Sykes is much better, and Fagin comes to visit.   While they are planning to kill Oliver, Nancy tries to go outside (it's almost midnight), but Sykes has become suspicious of her wanting to go outside so late, and refuses to let her out.    The next day, Fagin tells the Artful Dodger to tail Nancy and find out where she's going and who she is talking to.   That night, when Nancy goes to the bridge, she sees the worried Mr.Brownlow and manages to briefly tell him that Oliver is with Fagin, and that he should not wait and go to the police right now if they want to save him and prevent his murder.  Unfortunately, the Artful Dodger has tailed them both and is hiding around the corner, and rushes back to Sykes and Fagin to tell them Nancy has betrayed them.    Sykes panics at this point and leaves Fagin's place, and Fagin is thrown into a frenzy of panic and commands all the boys to get rid of the evidence of the pickpocket ring by removing all the items from the apartment.    Fagin asks Sykes to help him, but Sykes tells him that Fagin will take the fall for this.  

Sykes then heads back to his place, and we see by now Nancy is in bed waiting for him, and when Sykes walks over to her, he keeps staring at her, which frightens Nancy, and she keeps asking what's wrong.   Of course we know Nancy's fate is sealed by now, and shortly thereafter, Sykes blows out the candle and brutally clubs her to death for betraying him. Sykes then heads out of the city with his white bulldog, apparently to wait out the "heat".  

In the meantime, Nancy's murder is discovered, and Mr. Brownlow has alerted the police about Fagin and Oliver.   The cops make the connections between Fagin and Sykes, and WANTED posters are put up in the city for Sykes on suspicion of the murder of Nancy, and for Fagin on kidnapping charges.  

We cut to the scene where Sykes is running away from London in the countryside, but decides to head back with his dog for whatever reason.  Realizing that the dog might identify his presence, he cruelly tries to drown it, but the dog is much smarter and manages to run away.   

That evening, Sykes shows up at Fagin's place to seek refuge, but nobody wants to talk to him, because he has killed poor Nancy.  Even the Artful Dodger tries to attack Sykes, blaming him for the murder, but Sykes repels him.   By now, the whole town is looking for Oliver.

Sykes' dog, whom he tried to drown earlier, shows up and starts barking in front of Fagin's house.  This awakes the neighborhood, and soon dozens of people are waiting in front of Fagin's place. Sykes grabs Oliver to use as a hostage, and forces him out the window onto a steep ledge, threatening to drop him if the townspeople try to pursue them.   After some rooftop shuffling, they reach a ledge where the only method to cross is via a rope.  Sykes ties the rope around himself (in the same way as he was going to do his dog) and grabs Oliver to jump across the gap between the houses.   When they get to other side, lo and behold, Sykes dog shows up on the ledge and barks, surprising Sykes and causing him to trip and get the noose caught up around his neck and he ends up hanging himself.   Every dog gets his day! 

Finally Oliver gets rescued, and the entire plot is discovered. Mr.Brownlow's friend is forced to admit that he was wrong about Oliver all along, and the gang members are rounded up by the cops.  

The next morning, we see a gallows being setup, and an execution poster.   Oliver and Mr.Brownlow have showed up at the court, and Mr.Brownlow asks Oliver if he really wants to go through with this, to which Oliver acknowledges he does.   We find out the condemned prisoner is Fagin, charged with kidnapping and his role in the plot and pickpocket ring.   Oliver is led to his cell, and inside, Fagin, apparently in shock over his impending execution, is rambling wildly and not making much sense.    When he finally realizes Oliver is there, he grabs him and starts begging for mercy and asking for forgiveness.  He tells Oliver that the jewelry box he saw when he first brought Oliver to his place, should go to Oliver and after some more rambling, Oliver is nearly in tears over the misery shown by Fagin, and tells him that they should pray together and that Fagin was kind to him when he could be.   

Oliver begs the police to let Fagin live, but they rush him out and we hear Fagin, crazed with desperation and fear screaming madly, long after Oliver has left.

As Oliver and Mr.Brownlow leave in the carriage and head back home, there is only silence - we can see the emotion on Oliver's face as he confronts all the pain and misery that has happened in his short 10 years.   They eventually reach home and we hear about how Oliver will one day get his inheritance he deserves.(We find out that Oliver's mother who died in childhood is really the niece of Mr.Brownlow, and that the maid in Mr.Brownlow's house - Rose Maylie, is really Oliver's mother's sister.)  

Oliver lives happily with his savior Mr.Brownlow.  

Fade to black. 

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