(A request from coollion2873 )

The film starts with text that reads "Goldcrest Presents" before fading to the bad guys were driving to San Francisco, wolf has the wheel they looked around to see the wondered of the city sights, they were on the Brooklyn bridge.

"Look princess, it's the Brooklyn bridge" Diane points.

In the back seat, princess who is 9 years old, I'm a schoolgirl uniform.

"Why are we visiting San Francisco?" She asked.

"Good question princess, why wolf?" Diane says to wolf.

"Well you see princess there is something you should know, we were never form Los Angeles" wolf explained.

"Really?" She was surprised.

"Yeah before Los Angeles and before we were had you" she bopped her nose making her laughed.

"We used to live in San Francisco with our good friend Charlie"

"Who's Charlie?" She asked.

"What? I never told you about Charlie?"

"No"

"Charlie was a good friend of mines, he was the best friend ever"

"Was he part of the bad guys"

"Yeah I guess you can say he was once part of our gang"

"Why did you leave San Francisco"

"Well princess let me tell you a story, this is a story about a story about two old members of their gang before we moved to LA and before we Met you and Diane, we had two members of our team named:
charlie barkin and itchy itchiford"

A flashback plays of an underground tunnel while a tapping noise is heard.

"Itchy, a few more degrees to the left! Now! Tap! No, no! Your other left! That's it! Keep coming, keep coming! You're almost through!"

"Du-ha...."

the screen fades to the different side of the tunnel before it fades to black again which it reveals "A Sullivan Bluth Ireland Ltd. Production"

"Itchy, what is it?"

"Idgi...idgi...ho... Idgi...how..."

"Well, don't stop now"

"Hi...yee...idihominee... ah...AH...CHOO!

"Terrific"

"I'm sorry, boss. I got dirt in my nose. Di...di...ow..."

"You gonna do it again?"

as the screen flicks on by a light to reveal Itchy, who is a dachshund with a vest cap and sneakers.

"Doh...stand back. I...eee... feel..." the light flick to black, "another..." light flicks back on, "eee...eee..." flicks off, "AH-CHOO!!!"

The light flicks back on to see Itchy zips forward to the nearby pipe.

"Itchy, you're a genius!" flicks back to black.

"Thanks, boss"

"I'm glad to see ya" the sign on screen appears and reads "A Don Bluth Film"

"Where are you? Ow! What was that"

"Adga--Ooh. It's a pipe" a light flick on where we see Itchy moves a light on his hat up and down behind a pipe, "Here I am, Charlie. You're okay?"

"Shh! Shh! Shh! I'm okay. Come on wolf we're bailing" Charlie is wearing a leather jacket.

the screen fades back to black for a second until it, again, fades back where Itchy turns on the TBD to cut through a metal pipe.

"Where are you?"

"Aah! No! Don't! Don't! Put that out" Itchy turns off the TBD off as the screen fades to black, "What, are you trying to kill me?"

And next to him was wolf with his duffle bag, he wears a prison suit.

before it fades to It Itchy holding up a TBD, "I'm so sorry, boss, but the pipe-- Here, let me try this"

"Careful, Itchy. I think that might be a water main"

"No, Charlie. Water mains are green. This is red"

"You're color-blind. You've always been color-blind"

"Relax charlie what can happen" wolf assured him.

"That's true, but this is green"

"It's red"

"Red?" starts drilling as the water explodes out of the main, causing a huge fountain of water spreading all over the jailhouse.

"Uh oh" wolf says, then he sees Charlie scolding at him.

"What can happen huh?"

"Busted water main!"

"Hit the lights!"

"Call command central!"

Underground, everything is shaking and the title wave of water comes down towards Charlie wolf and Itchy.

"Ooh! Look out!"

two runs from the title wave before the camera then cuts back to the pound where searchlights randomly moves around to investigate.

"Shine the light over there! No, over there!"

the camera cuts to Charlie and Itchy struggles to get out of the hole before a light spots them.

"Aah! Itchy!"

"Oh, whoa! Whoa!"

gunshot. Frantically, the three dogs pops out from the hole and hides under a truck.

"Let's get out of here!"

"Sorry, Charlie. I think--"

"Don't think! From now on, I'll think!"

"Let him be cgarlie, he got us out" wolf says.

"You really think we out yet wolf well we're not"

"Okay, you think about-" gunshot at Itchy's tools, "Whoa! MY STUFF!"

"Forget the stuff! I'll buy you more stuff!"

"Wait! My drill!" but the gunshot blasts Itchy's TBD.

"Oh, come on! Ooh!" Itchy climbs under and hangs on to Charlie as he runs before Itchy looses his grip and falls down itching in a panic, "Itchy. Not now! Don't-"

Charlie launches and grabs Itchy after dodging a gunshot.

"Don't! Not now!" he pushes Itchy for a slid before hitting a gate with tunnel underneath.

"I can't help it, Charlie. I itch when I'm nervous!"

"Well, don't be nervous"

"Just scratch this"

The two dog ducks as a gunshot blasts through the gate, then wolf picks up itch.

"Hey itch, are the guys outside with the car" wolf asked.

"You bet ya"

"Yep"

"It's not worth it being with you!" the trio crawls under the fance through the tunnel, "Pull this! Pull this! Ah, pull this"

"Yah! Whoa! Just a minute!" finally the two climbs out to escape the prison.

"Are you okay?"

"Come on!"

Afterwards, the three dog are finally free as the ran in front of  them was the bad guys car, the door opened revealing the other bad guys.

"Hey" they charred for wolf.

"Hey guys, you got my clothes" wolf asked.

"Got them" shark holds his clothes.

while dodging gunshots. They get in, snake moves for wolf to take the wheel as he changes. the title logo "the bad guys in: All Dogs Go to Heaven" appears on the screen before a halo drops above the "H" in "Heaven"

"You're such a grouch!" Then a halo drops on the "H". Meanwhile, the camera cuts to a swamp and slowly pans left to an abandoned ship, which is a casino

they were with us for a few months commiting crimes and even running a casino but that all changed one dark day....

"On your marks? Get set....." gunshot as the sign reads New Orleans, Louisiana, 1939 on screen, "AND THEY'RE OFF!"

The scene cuts inside the casino where a group of rats, including a small rat named Squad car behind them, racing, by chasing a piece of cheese on the TBD and the the audience of dogs cheers and roars.

"It's a spectacular line-up With mighty Morris taking an early lead. Rat o' war is second by a head, And secretary rat trails by a half. What an amazing race, ladies and gentlemen! Out of the turn, it's mighty Morris, With rat o' war charging up from behind. In the second turn, Mighty Morris and rat o' war fight it out While squad car trails the pack. Now it's rat o' war by a nose. Secretary rat is second by a head, With mighty Morris back at third--But wait. Squad car is making his move in the rear. He tries to the right. He tries to the left. But it's no good, folks. It's rat-Eat-Rat out there, And they're just not gonna let him through. But what's this? Squad car's coming through the middle" Squad car runs between those two big rats, as they then come close together to stop him, "Oh! He's caught in a pinch! Oh, my gosh!" Squad car escapes from the pinch and went for a ride, "But now he's climbing out, And he's riding on top of cheezewhiz"

the rats runs over the loop like a rollercoaster, "And into the loop-The-Loop, it's squad car on cheezewhiz Bringing up the rear as they enter the oil slick" the large rats slips on a puddle of dark tar.

"Oh! Oh, my gosh! Look out! What's this?" Squad car hops one big to another to reach the front.

"Squad car playing hopscotch in the back stretch. Sixth! Fifth! Fourth! Third! I don't believe it! Into the obstacle, squad car takes the lead! So it's squad car by a length, Rat o' war second by a head, cheezewhiz moving into third"

As the rats runs towards the mattress with springs sticking out where Squad car hops one of them to another, but getting caught by one string.

"But wait a minute! He's...he's...he's... he's stuck!"Squad car is stuck. hence the big rats hop passing Squad car.

"What a nightmare! What a minute!" Squad car grabs one of the big rat's tail, "It's squad car by a tail. Oh, my gosh! Look out! What's this?" Squad car finally escapes as he fling himself out leaving a big rat behind on a ground, until he flies over the other big rats to the finish line before them, "It's squad car springing to the finish!" a large paw grabs Squad car and the big rats runs also pass the finish line, where they been sent back to the cages below, "What an incredible race!" an officer dog gave a wreath to Squad car and give him a kiss for his victory, "Squad car, rat race's shortest long shot, Takes the roses in the upset of the week. Who would have guessed?" The dog aidance cheers and boos, "But don't go away, folks. We've got more action coming up"

"If you ask me, I think the house is rigged"

"That does it for me. I'm busted"

"This will be one To tell your grand puppies about"

Chihuahua Gambler happily bring his ticket to a booth.

"Hee hee! I win! Hee hee! Hee hee!" Bulldog hands a chihuahua a rotten piece of steak.

"Here you go" he chuckles.

"Ooh! Bad meat!"

"What's the odds on terrible tom?"

"Terrible"

"Well, then, give me large mike to win" gets a ticket and leaves.

Dog 5 drops a broken dog collar on a desk, "Large mike to win!"

Doberman throws a collar on a floor, "No markers, tailpipe. Come back when you got some food"

"And they're off! It's a Rat-Eat-Rat world out there As large mike takes the lead--"

Charlie comes howling, "Hi, guys! What do you know? What do you say?"

"What do you say? What do you know?"

"So How's the casino been since me and Charlie been in prison" he asked.

"Terrible" webs says.

"Carface has been making some changes and it's not good" snake said.

"What? Ugh what those Charlie see in that slobbering-greedy-pig skin-chain smoker-selfish-road hog-sleazy-scumbag"

"I don't know but we think he's up to something" shark says.

"He's always up to something" wolf says, "I don't trust him"

"What do we do" piranha asked.

"Ok we play it cool and wait till we see him do anything until then try to act natural"

"Itchy, do we detect a look of surprise here?"

"Maybe we should go out and come back in again"

"Ha ha ha ha!" Charles and wolf laugh as they wrapped their arms around him.

"Charlie? Ain't you supposed to be on death row?"

"No, I ain't supposed to be on death row"

"I got him out"

"Hey don't you mean we got him out" piranha says when the other bad guys get offended.

"Things have changed, Charlie ever, since you've been gone"

"Life hasn't been no piece of cake"

"Carface ain't been treatin' us too good"

"Things are tough, but we carry on"

"Could you spare a couple of bones"

"For old times' sake?"

"Why settle for bones When you can have the whole bake?"

"Charlie, you hit the jackpot! That-A boy, Charlie. I'm proud of you. Charlie, tell them!"

"Oh, Mr shark" shark ran and he plays the piano.

"you can't keep a good dog down"

"No, sir!"

"No, you can't keep a good dog down"

"I've seen that's pain and hurt"

"right. I've eaten dirt"

"that's true"

"It's hard to buy"

"But even I've been jilted by a skirt"

"He lies"

"Look how I'm still around"

"Ha ha!"

"Come on wolf" wolf shook his head

"Whoa" but wolf gets pulled by his arm and on to the stage to join Charlie.

"'Cause you can't keep a good dog down" they sang together.

"You can't keep a good dog down"

"No, you can't. You can't keep a good dog down"

"Preach it, brother!"

"I've been bought and sold"

"He's been warm and cold"

"But 10 to 1, I'll still be running rackets"

"When I'm old!"

"Not in some cage in the city pound"

"'Cause you can't keep a good dog"

"Can't keep a good"

"I say, you can't keep a good dog down"

"In him's the luck of the Irish. The pride of the Germans. Even a bit of Siam. You see the calm of the English. The charm of the Spanish"

"A pedigree certainly ain't what I am"

"So call me a mixed-Up pup"

"You're a mixed-Up pup!"

"But the only way this pup knows"

"Is up"

Ok, boys, come on. Help me. Lift him up. Up, up, up! Come on!"

"No, you can't keep a good dog down-Ow-Wow-Wow-Wown"

"You can't keep a good dog down-Wow-Wow-Wow-Wown"

"Boys!"

"He's been fat and thin"

"I've been out, been in"

"He tried a life of virtue"

"But prefer a life of sin"

"So tonight, man, we own this town"

"I've known hunger, I've known thirst"

"Lived the best and seen the worst"

"But the only way I know to finish"

"Is to finish first So watch out when you hear this sound"

The bad guys soon joined in, when a dog named killer came in.

"'Cause you can't keep a good dog"

"No, you can't keep a good dog"

"Say, you can't keep a good dog down"

"You can't"

"Keep a good dog"

"Down"

"Down"

"Ha ha ha! Ha ha ha! Ha ha ha! Ha ha ha! Ha ha ha!"

"It's him, boss. I don't get it. Look Mr. Carface, boss, I know what you're thinking, but I don't know nothin' about this. We set him up for good. Him and Mr wolf"

"Killer"

"Uh-huh?"

"I do not wish that I should share 50% of the business with my partner Charlie. For that gray wolf"

"You want that I should go squeeze his head with the pliers?"

"Killer, Killer!"

"Uh-huh?"

"That is no way to treat an old friend. Friends must be handled in a friendly, and businesslike, waaaaay"

"But what about Mr wolf"

"Let's say he'll be joining his partner in crime too very soon, no wolf, no bad guys"

"Carface! Ha ha ha! Hey, Carface, you decent?" Charlie went to look for him as the bad guys get drunk while singing.

"Charlie we need to talk about carface" wolf says.

Wait, who's carface?

Carface is many things princess, he's a money grabbing, chain smoker, a filthy rat, a snake in grass-

Hey?

No offense snake, a double crossing, back stabbing, two timing, good for nothing, selfish, cruel, rude, unprofessional unworthy, ungrateful, unkind meanest and ugliest crooked crime gangster bulldog ever, he was also jealous of me and Charlie also making the dough making him look like dirt he wanted the money all to himself, so he planned a hit on both me and Charlie...

"Sure what is it wolf, I think Carface set us up"

"What? That's ridiculous, sure he's not a kid fella but he's our friend"

"Uh...he'syour friend not mines I hate him"

"Ha ha ha! Charlie! Oh... is it really you?!"

"Is it really me? Ha ha! Is it really you? Hey... you put on a little weight. I told ya to stay off those sweets"

"Get Carface, see your still fat" wolf insults him.

"Wolf so good to see you too" carface purposely gives him a beak bone crushing hug.

"Ah-good to see you too" then he drops him.

"Ha ha. This place is, uh, this place is lookin' okay. A little ghost, but okay. You know, partner, I'm proud of you. But the customers, they ain't laughin'"

"Gamblers are never happy, Charlie. You know that"

"Yeah, but I've been thinkin'. You know what this place needs?"

"A blow torch" wolf chuckles ticking off Carface.

"I mean, besides new curtains and chandeliers. It needs some class, a little culture, choreography, and some influence of the theater. Dancing girls. What do ya say? You know what else?"

"Charlie, Charlie, Charlie. Times has changed. I've changed, you changed"

"We all changed Mr Carface but you know Charlie it seems odd that while we rot in prison Carface here never even once visit you don't you think that seems unfair or in face, suspicious since Carface is your best friend"

"Not wolf let's not jump to conclusions I'm sure Carface here had a good reason why"

"For the love of-do you hear yourself" wolf states

"To be fair someone had to run the casino while you were away" Carface was quick.

"Hah! See wolf, I told you and What are you talkin' about Carface? I haven't changed"

"Charlie... Charlie, you done time, and that's not good for business"

"And just What exactly are you saying?" Wolf growls.

"You... are a dog with a record. And you too Mr wolf I'm afraid we can't have your friends here"

"I was framed!"

"Don't you mean we were framed Charlie, by an untrustworthy dog"

"I know that. You're like a brother to me. That's why... why... why what? We need to split up the partnership"

"What? Are you out of your mind?"

"Ha, some friend you are, right Charlie"

"They're gonna be lookin' for ya, Charlie, and what's the first place they're gonna look, huh? Here! HERE! I don't like it, Charlie, but it's for our own good"

But little did they know, itchy was eavesdropping, "Uh, did it eat yet?"

"Yeah, it ate, but how come I gotta feed Carface's little monster?"

"Huh! Monster?" But itchy also heard the goons.

"Come on dogs, you've got a job to do. Carface wants you should get rid of Charlie"

"Charlie? Oh. Oh! Ooh! Ah!"

"And Mr wolf too"

"Oh no wolf, I got to warn them"

"Charlie! They're gonna kill you, Charlie! Charlie! Wolf! I got to warn the others"

"We'll set you up somewheres where they don't know you"

"Yeah? Go on"

"50% of this is yours, right? Charlie, take it"

"Charlie don't" wolf says.

"You want a cut of the steaks?"

"T-Bones?"

"Charlie!"

"Sure"

"Porterhouse"

"Charlie!"

" And one half of the mignons"

"This is sounding better all the time"

"Then it's a deal?"

"CHARLIE NO!"

"Well... deal. Put her there"

"Ugh!"

"Ha ha ha! Ha ha ha! Boys, listen up! My former partner wishes to announce That he is going into business for himself"

"You heard the boss"

"Shut up! Boys... to the Mardi Gras!"

Itchy ran and finds the bad guys drinking, "guys guys we got to find Charlie and wolf quickly"

"Whoa slow down hermano, what's wrong" piranha gives him a drink.

"It's Charlie, and wolf they're in danger, Carface is gonna kill then"

"WHAT!" They were in shocked.

"I knew Carface was up to something" snake said.

"I overheard his goons say something about a monster, we got to save Charlie"

"And wolf" shark says..

"Come on we got to find" snake says.

"Charlie? Uh, Charlie? Ooh! Ouch! Watch those heels, lady" itchy and the bad guys roam the streets in Mardi gras.

"Wolf, ah hey wolf" webs just like itchy was trying not to steep on when piranha picks her up then they look for him.

"Wolf"

"Wolf, Charlie" snake slithered.

"WOLF!" Shark pushed through the crowd.

"And I am sure that I speak For every dog amongst us In wishing you the best of luck In your new venture. And now, as a token of our esteem, We are presenting to you This lucky gold watch!" Carface hands Charlie a god watch.

"And for you wolf, these shades"

"Oh wow, thanks"

(In case anyone wonders, it's the same shades wolf had in the movie)

"Heh heh heh. Ha ha ha! Takes a licking and keeps on ticking, come on wolf have a drink"

"I think you had too much to drink Charlie" wolf says.

"No, you can't keep a good dog..."

"Whoa ok come on Charlie"

"Killer"

"Uh-Huh"

"Take Charlie and his buddy out back for the big surprise"

"Surprise? What surprise, boss?"

"The big... SURPRISE"

"Oh, ho ho! You mean... that surprise?" Killer splatter ketchup on a sandwich.

"Oh... oh... You moron"

"Doggy..."

"Hee hee hee! You're the doggonedest pal A swell could ever have. Ha ha. I love you guys. You want to sing with me?"

"Alright Charlie! I think-I think you had too much to drink" wolf was a little drunk.

"You can't keep a good--Do you know this? Come on wolf sing with me"

"Ok You can't keep a good dog down" killer kept them at one spot.

"alright you two This is the mark. Stay here, and don't move"

"Ok"

"I've been fat and thin I've been out, been in..."

So what happened to Charlie" princess asked.

Wolf and the others exchanged painful looks.

Actually princess, what happened next, changed my life...

"Boss! Ha ha ha! Shut up. Ooh! Good-bye, Charlie" Carface was pushing a car.

"Heh heh heh! Boss, can I help you push the car? Please?"

"Charlie!" But itchy tries to warned him.

"Ha ha ha. Huh huh! Killer, shut up! Shut up! SHUT UP!"

"Huh" sluggish and drunk, wolf heard him and he saw the car.

"Can't keep a good dog Dooooooooown!"

"Oh no, Charlie, look out" the car hit them both.

Unfortunately for death, wolf survived, he swam up to the surface gasping for air.

I wax lucky to survive that crashed, but Charlie.....

Wolf looks around, his heart racing in fear, in a panic, he tries to find Charlie.

"Charlie, Charlie...CHARLIE!"

He wasn't so lucky....

After the crashed everyone looks for wolf and Charlie.

"Wolf?"

"Wolf"

"Wolf?"

Snake found his coat but no wolf, "oh no"

But before they could assume the worst they found him on shore, his was soaking wet, he looked out at the sea, he seemed broken.

But his friends found him and they were relieved to see him ok.

"Oh wolf thank god your ok" shark hugged him as snake puts coat around wolf.

"Hey listen wolf Carface wants to kill Charlie" snake says.

"We're already too late" but his sad silent look said it all.

"What? Wait where's Charlie?" Snake asked.

"Charlie?" Itchy was feeling a sting.

"Charlie's dead"

The painful news shattered them when they see Charlie's collar in his hand.

"No, Charlie" itchy cried, he wailed and he howls sadly, webs and piranha holds him.

"Come on we need to get out of here before Carface finds out that you're alive" snake helps him up.

But that incident with death, had made me realized San Francisco isn't safe anymore so we had to move to LA to stay safe...

"It's not safe anymore for us, we need to leave town" wolf says as he builds a small burial for Charlie.

"Leave" they all muttered.

"And where will we go?" Snake asked.

Then wolf sees something reminds him of LA "We'll go to Los Angeles, at least we'll be safe there"

"But what about itchy" webs asked.

"Sorry guys but we have no life here"

"Goodbye itchy" they hugged him as they cried.

"I'll miss you guys"

Then wolf looks down at the burial of Charlie, "so long Charlie" he places a daisy as a sign of respect ending the flashback.

"Charlie was the best fiend I ever had. And now...he's gone" he looks up an old picture of wolf and Charlie.

"Those that make him my uncle?" Princess asked.

"Yeah...in a way you can say that" wolf puts up the picture and remembers he has a new life.

"Can we visit uncle Charlie's grave"

"Sure it would be a great to visit him again"

Then he looks a the picture again..."I wish you were here Charlie, I missed you, at least you're in a better place now" he looks up at the heavens.