Young orphan Jack Dawkins escapes a mill owner's clutches; with the help of new friend Charley, they make it to London, where they first meet Fagin's gang of pickpockets.
The opportunity for some easy pickpocketing comes along when the carnival rolls into town but Polly and Tom end up fighting. Polly wakes to find herself in a strange predicament.
The police up their search for Dodger and Chief of Police, Rowan is summoned before Queen Victoria. Fagin shuts himself away after his brush with the law and the outfit catch wind of a shipment at the docks, ripe for the taking.