OLIVER! is a musical adaptation of Charles Dickens' novel, Oliver Twist. It is the classic tale of an orphan who is sold to an undertaker after asking for more dinner at the paupers' workhouse (an orphanage). He experiences the rough-and-tumble city life of London where he hooks up with the Artful Dodger and a group of boys trained to be pickpockets led by an elderly mentor, the crafty and cunning Fagin.

Wrongly accused of a theft, Oliver meets a more kindly gentleman who takes him in, much to the consternation of one of Fagin's old pupils, the violent Bill Sykes. Caught in the middle is Nancy, Sykes' girl, whom Oliver has come to like and trust.