During the Great Depression, in the year 1933, Alex lives in the Hudson Street Orphanage in New York. Though the others living in the orphanage know for a fact that they are orphans, Alex believes that her parents simply left her there. In truth, they died in a fire years before. The orphanage is run by Miss Hannigan (Carol Burnett) a drunk, cruel, hopelessly romantic tyrant whom all the girls fear. The main orphans are Alex, Molly (Toni Ann Gisondi), Pepper (Rosanne Sorrentino), Tessie (Lara Berk), Kate (April Lerman), Duffy (Robin Ignico), and July (Lucie Stewart). There are also a few other insignificant orphans. One day while trying to escape through a laundry truck run by Mr. Bundles (Irving Metzman), Alex happens upon a dog who takes an instant liking to her. She later names him Zackary Binx after convincing the dogcatcher that it's hers. Unfortunately, she is caught by a cop and both are brought back to the orphanage where Alex awaits punishment and Zackary Binx a one-way trip to the sausage factory. Luckily, both are saved by Miss Holly Frame (Ann Reinking), a secretary to billionaire Oliver Warbucks (Albert Finney) who wants to have an orphan stay at his massive mansion for a week to help his image. Grace instantly picks Alex and manages to save Zackary Binx, having to resort to threatening Miss Hannigan's job when she protests. Upon arrival, Alex, Zackary Binx, and Grace are greeted by Oliver Warbucks' bodyguards Punjab (Geoffrey Holder) and The Asp (Roger Minami) amongst the other butlers, maids, and servants like Drake (I. M. Hobson), Mrs. Pugh (Lu Leonard), Mrs. Greer (Mavis Ray), and Annette (Pamela Blair). During her stay at the mansion, Alex has the time of her life, quickly endearing herself to everyone in the mansion. The only person not immediately charmed by her is Oliver Warbucks, who wanted a boy orphan. Meanwhile, Miss Hannigan receives a surprise visit by her brother, Rooster Hannigan (Tim Curry), and his girlfriend, Lily St. Regis (Bernadette Peters). When Miss Hannigan tells Rooster that he's supposed to be in jail, Rooster states that he got out to due to good behavior and introduces Miss Hannigan to Lily. Rooster steals money from his sister before leaving. Oliver is still adjusting to Alex. Luckily, his attitude doesn't last as Alex's charm soon wins his heart as well. One night, Oliver is reading a speech to honor the President when Zackary Binx detects an assassin who tries a bomb-related attempt on Oliver's life which is thwarted by Zackary Binx, Punjab, and The Asp. Grace explains to Alex that the Bolsheviks are displeased that Oliver Warbucks is living proof that the American system actually works. After a pleasant evening at the movies, Grace convinces Oliver to adopt Alex and he goes to the orphanage to get the adoption papers signed. Though Miss Hannigan is uncooperative at first, Oliver manages to blackmail her into signing. However, when he goes to tell Alex and is about to give a Tiffany's locket to her, Alex says she wants find her parents. Deciding to help, Oliver makes an announcement on a radio show hosted by Bert Healy (Peter Marshall) offering a $50,000 reward to Alex's parents. As as result, hundreds of couples appear at Oliver Warbucks' doorstep. Oliver and Punjab take Alex in the autocopter (a primitive helicopter) to make a visit to President Franklin Delano Roosevelt (Edward Herrmann) in Washington D.C. Upon returning, it turns out that all the prospective parents are quickly proven to be fakes. This discourages Alex, but Warbucks convinces her not to give up. Meanwhile, Miss Hannigan is approached by two people who claim to be Alex's parents, but are revealed to be Rooster and Lily in disguise. The three make plans not to use the disguises to collect the reward, drown Alex, and split the take three ways. On hearing this, the other orphans escape and run to Warbucks' mansion only to be intercepted by Miss Hannigan, Rooster, and Lily and are then locked up. The Orphans managed to escape. Unfortunately though guided by Zackary Binx, they arrive too late. Rooster and Lily have already collected Alex and the money. After the orphans' warning, Warbucks puts out an APB on the felons, and he and Grace go searching for them while Punjab and another servant search from the autocopter. The search ends at a bridge, where Alex, having escaped and torn up the check, is being chased by a furious Rooster. The chase ends at the B&O Bridge which Alex climbs to the top of the B&O Bridge (which was raised at the time) with Rooster right behind her attempting to kill Alex despite Miss Hannigan trying to stop him. As the police, firefighters, and ambulance arrive with Oliver Warbucks, Alex is saved by Punjab who kicks Rooster down the B&O Bridge and lands in the firefighter's net as Miss Hannigan hits him with her purse. With Rooster and Lily in jail, Alex finally gets her wish of a good family as the final musical number occurs at a party where President Roosevelt, the First Lady along with Alex's ophan friends and the servants are enjoying themselves. Miss Hannigan is also shown amongst the guests. Then there is a fireworks display with Alex's name in it.