As Alice sits with her sister, she spots a White Rabbit checking his pocket watch. Curiosity prompts her to follow him into a hole, and she falls down, down, down a deep well lined with bookcases. When she lands at the bottom, she follows the White Rabbit until she reaches a room with many doors and a table with a tiny golden key. The key fits a tiny door that leads to a beautiful garden. Unfortunately, Alice is too large to fit through the door. Alice finds and drinks a potion labeled, "DRINK ME," which shrinks her. However, she's forgotten to get the key from the table and is now too small to reach it. She eats a tiny cake labeled, "EAT ME," hoping to grow larger again.
After Alice finishes the cake, she grows so large her head hits the ceiling. She fetches the small golden key, but now she can no longer fit through the door. She cries great salty tears, which flood the passageways. She stops crying when the Rabbit appears, who mutters about keeping a Duchess waiting and carries gloves and a fan. Alice speaks to the Rabbit, but startles him. He drops the gloves and fan and scurries away. Alice picks up the gloves and fan. She realizes she is shrinking because of the fan and drops it. Now small again, she slips into a saltwater sea of her own tears. She meets a little swimming mouse and they both swim for shore. Many other animals have also fallen into the sea of tears, including a Dodo, a Lory, and an Eaglet.
The animals on the shore of Alice's tears hold a Caucus-race to dry themselves. The Caucus-race consists of animals starting at various places and at various times and running in a circle. When the race concludes, Dodo insists that Alice give everyone prizes. Alice gives them all she has in her pockets - comfits and a thimble. Mouse tells the tale of why he hates C (cats) and D (dogs). Mouse becomes angry when he believes Alice is not listening and walks off. Alice talks about the hunting prowess of her cat, Dinah, and scares off many of the animals. Missing Dinah and feeling alone, Alice begins to cry. She's distracted by the pattering of little footsteps.
The White Rabbit returns, muttering about the Duchess and having lost something. The White Rabbit sees Alice, mistakes her his housemaid, Mary Ann, and orders her to run home and get a pair of gloves and a fan. Alice visits the White Rabbit's house and find the gloves and fan. She drinks from a bottle she finds and grows very large until she overflows the house. The White Rabbit and his friends throw a bunch of cakes at Alice. She swallows one and shrinks back down. When she steps outside the house, the animals rush her and she flees to the woods. In the woods, she plays with an enormous puppy before encountering a caterpillar lounging on a mushroom and smoking a hookah.
Alice meets a Caterpillar lounging on a mushroom and smoking a hookah. Alice tells the Caterpillar about changing size and that she is having problems remembering things. The caterpillar advises Alice that one side of the mushroom makes her larger and the other smaller before crawling off. Alice takes a bite of one side of the mushroom and shrinks. She takes a bite of the other side and grows so large her head pokes above the trees. A Pigeon collides with her and accuses her of being a serpent. Alice continues to nibble at both sides of the mushroom until she is the right size. She comes upon a little house and shrinks herself to keep from scaring the occupants.
A Fish-Footman exits the woods and knocks on the door of the small cottage, which is opened by another Fish-Footman. The visiting Fish-Footman delivers an invitation for a Duchess from a Queen to play croquet. Alice walks into the kitchen of the little house and sees the Duchess nursing a baby. A large Cheshire cat sits on the hearth, grinning from ear to ear. A cook throws all sorts of things at the Duchess and baby, and the Duchess throws the baby at Alice. Worried for the baby's safety, Alice takes the baby from the house, and the baby transforms into a pig. Alice sets the pig down, and it trots into the woods. She sees the Cheshire cat grinning at her from a tree bough. The cat gives her directions to the March Hare and the Hatter before vanishing. Alice walks until she finds the house of the March Hare.
The March Hare, Hatter, and Dormouse have tea at a large table outside the March Hare's house. They claim there is no room at the table for Alice, even though many chairs are open. The Hatter asks a riddle and later reveals he does not know the answer. They engage in nonsensical conversations, sing, and tell stories. The Hatter claims the Queen killed Time, and now it is always tea-time. The Hatter is rude to Alice, and eventually she becomes disgusted and leaves the tea party. She finds a tree with a door, goes through the door, and finds herself in the hallway with the glass table, the golden key, and the little door. Alice takes the golden key, nibbles a little mushroom to shrink, and enters the garden through the little door.
A procession of cards traverses the garden, including the White Rabbit and the King and Queen of Hearts. The Queen invites Alice to join the procession, and Alice learns from the White Rabbit that the Duchess is under a sentence of execution for boxing the Queen's ears. They arrive at a croquet-ground and play with hedgehog balls and flamingo mallets. The grin of the Cheshire cat appears, and when the cat refuses to kiss the King's hand, the Queen orders the cat beheaded. Alice points out that the cat belongs to the Duchess, so the executioner goes to fetch the Duchess. This causes some confusion as the cat presently has no head, only a grin. However, the cat's grin disappears before the sentence can be carried out.
The Duchess is pleased to be free and walks with Alice, resting her sharp chin on Alice's shoulder. The Queen tells Duchess either she or her head must be off, so the Duchess leaves. The croquet game continues, with the Queen shouting, 'Off with his/her head,' every so often. Eventually, all of the players except the King, Queen, and Alice are in custody under a sentence of execution, but the King pardons them all. The Queen orders the Gryphon to take Alice to see the Mock Turtle. The Gryphon reveals that for all of the Queen's bluster, she never executes anyone. The Gryphon and Alice come to visit the Mock Turtle, who cries while sitting on a ledge of rock. The Mock Turtle tells his story. He started as a real turtle and attended a school with bizarre subjects such as Reeling, Writhing, and Drawling. The school's lessons get shorter by an hour every day, ten hours the first, nine hours the second, and the eleventh day was a holiday. The Gryphon instructs the Mock Turtle to tell Alice about the games.
The Mock Turtle and Gryphon sing and show Alice a dance called a Lobster Quadrille. They discuss whiting fish and porpoises, and then the Gryphon asks Alice to relate her adventures. Alice recites a poem, but cannot remember it and recites it wrong. As the Mock Turtle sings a song about beautiful soup, they hear a cry of 'The trial's beginning!' The Gryphon grabs Alice's hand and pulls her toward the trial.
When Alice arrives, the Judge (King of Hearts), Herald (White Rabbit), daft Jury, Queen of Hearts, and spectators are assembled for a trial of the Knave, who is accused of stealing the Queen's tarts. A madcap collection of witnesses presents testimony, including the Hatter and the Duchess's cook. Alice begins growing larger, and then to her surprise, she's called to take the stand.
Alice accidentally upsets the jury-box on her way to testify. When the King questions her, Alice has no information to provide. The King tries to toss Alice out of court for being so large and invents a rule on the spot, but Alice refuses to leave. Just as the King calls for a verdict, the White Rabbit submits a set of nonsense verses into evidence. The Knave claims not to have written the verses. The King claims the verses are very important evidence until Alice points out they are nonsensical. It escalates and the Queen orders Alice beheaded and the pack of cards attacks her. Alice awakens with her head in the lap of her sister. Alice tells her sister of her curious dream. Her sister tells Alice to run in and have her tea, but the sister does not follow Alice. Instead, Alice's sister sits and dreams a little of Wonderland and how one day Alice would grow up to tell her children tales of Wonderland.
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