In 1939 New Orleans, Charlie B. Barkin and Itchy Itchiford escape from the dog pound, and return to a casino riverboat on the bayou, formerly run by Charlie and his partner, Carface Caruthers. Unwilling to share the profits with Charlie, Carface persuades him to leave town with 50% of the casino's earnings. He agrees, but is later intoxicated and murdered by Carface. He is sent to Heaven where a whippet angel tells him that a gold watch representing his life has stopped. He steals and winds it, returning to Earth, but was told that if he dies again, he will go to Hell and never return to Heaven. After reuniting with Itchy, they discover that Carface is holding a young orphan 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 and become rich. They rescue her, intending to use her abilities to get revenge on Carface, though Charlie tells her that they plan to give their winnings to the poor and help her find parents. The next day at the race track, Charlie steals a wallet from a couple as they talk to Anne-Marie and become concerned for her ragged appearance.
Charlie and Itchy use their winnings to build a successful casino in the junkyard they live in. Anne-Marie, upon discovering that she had been used, threatens to leave. To keep her happy, Charlie brings pizza to a family of poor puppies and their mother, Flo. While there, Anne-Marie discovers the wallet he had stolen and becomes upset, rushing away where she dreams of living with the couple in its photo. After a nightmare in which he is sent to Hell and meets a hellhound and is attacked by the hellhound's monsters, Charlie awakens to discover that Anne-Marie has gone to return the wallet. The couple, Kate and Harold, welcome her into their home and serve her waffles. While they privately discuss letting her stay, Charlie arrives outside and tricks her into leaving with him. Walking home, Charlie is shot by Carface and Killer, but is impervious to harm as long as he has the watch. He and Anne-Marie escape into hiding, but falls into the lair of King Gator. He and Charlie strike a chord as kindred spirits and he lets them go, but Anne-Marie falls ill with pneumonia.
Meanwhile, Carface and his thugs destroy the casino, and Itchy confronts Charlie, claiming he cares about Anne-Marie more than him. He angrily declares that he is using her and will eventually "dump her in an orphanage". She overhears the conversation and sadly runs away, before Carface captures her and Charlie follows them. Flo, hearing Anne-Marie's scream, sends Itchy to get help from Kate and Harold, and he rouses the dogs of the city by his side. Charlie returns to the casino, where he is attacked by Carface and his thugs. He fights them off, which inadvertently sets an oil fire that soon engulfs it. King Gator saves him, chases Carface off and eats him. As the watch falls into the water, Charlie pushes Anne-Marie to safety onto some debris and dives into the water to retrieve it, but it stops before he can do so. Anne-Marie and a redeemed Killer are discovered by Kate, Harold and the authorities, as the boat sinks into the water.
Sometime later, Kate and Harold adopted Anne-Marie who also adopted Itchy, Charlie returns in ghost form and apologizes to Anne-Marie. The whippet angel appears and tells him that because he gave his life for Anne-Marie, Charlie regained his place in Heaven. Anne-Marie awakens and he says goodbye and asks her to watch after Itchy. She falls asleep and Charlie returns to Heaven.
Who did Itchy confront?
Charlie