The film opens on an image of "the looking glass", and as the orchestra stikes up a hearty overture, the many star performers are displayed within the frame against a chessboard pattern. After the credits, a large, Tudor-style house appears. Inside the house, Alice is helping her mother set the table. She expresses a wish to take tea with the adults, establishing the central theme of this production: growing up, but her mother tells her to be patient ("Tea time for you will come soon enough") and to keep her sister company outside. However, once in the garden, it is clear Alice's sister wants to be left alone with her book. Suddenly, the White Rabbit runs past, and Alice chases him along a woodland path to a gigantic rabbit hole. Far from floating dreamily past cupboards and bookshelves, this Alice plunges into a nightmarish cavern, echoing with thunderclaps and bolts of lightning. Landing with a bump, she chases Mr Rabbit through a maze of underground tunnels and finds a peculiar series of doors (one behind the other, each smaller than the last, à la Disney). Through this doorway she enters a room lined with even more doors, all of which are locked. Alice wants to go home (another major plot device added in this version). Finding a gold key, she unlocks a tiny door that leads to a beautiful garden, but can't fit through. The Drink Me bottle causes her to shrink (conveyed by a rather inept traveling matte shot and an oversized table leg), but the key is now out of reach. The Eat Me cake has the opposite effect, making Alice nine feet tall, and she begins to cry, flooding the room. The torrential tears are clearly running from pipes behind Alice's hands; hopefully the exaggerated, cartoonish effect was intentional. The White Rabbit briefly reappears, only to flee from the towering Alice, dropping his fan and gloves. When Alice picks up the fan, she shrinks again and falls into the pool (or, in this case, river) of tears. Alice meets the mouse, who helps her get to dry land and sings I Hate Dogs and Cats. Nonsensically (even for Wonderland), he professes a hatred for squawking birds, particularly "ducks", whilst dancing with a dodo, a lory, an eaglet and a duck! Appalled by the creatures' wild and undignified behaviour, Alice storms off and soon meets the White Rabbit again. He mistakes her for his housemaid and sends her to fetch replacement gloves and a fan. Inside his quaint cottage, appropriately decorated with fans and rabbit-themed artwork (the family portrait over the mantelpiece is exceptional), Alice drinks from another bottle and grows until she fills the room. A clever projection set-up of her humongous arm swiping at the White Rabbit through the window is one of the strongest effects shots in the film. A shower of rock cakes, thrown by Mr Rabbit and friends, makes Alice shrink enough to escape the house and take to the woods, where she meets the caterpillar. Together, they perform a jazzy recital of Father William, complete with a costume change, tap dancing and pyrotechnics. After a brief discussion about Alice's confusion concerning her identity, the caterpillar takes offense and disappears. Moving on, Alice reaches the Duchess's house, and after a short confrontation with the insufferable frog footman, enters the kitchen to find the Duchess with her baby and her plate-throwing cook. They sing an ironic song about the joys of negativity, There's Something to Say for Hatred, and Alice decides to kidnap the baby for its own safety. However, once back in the forest, the baby transforms into an alarmingly frantic piglet, which trots away still wearing a bonnet. Next, the Cheshire Cat appears and sings the gloomyThere's No Way Home, a harsh warning that if Alice is so keen to grow up, there will be no going back. He directs her to the March Hare's garden, where he is having a tea party with the Mad Hatter and the Dormouse. This is one of the most detailed sets in the film; the March Hare's cottage is exactly as described in the book, with its chimneys shaped like ears and roof thatched with fur, and the flowers in the garden look just like those from Tenniel's illustrations. The tea table is quintessentially Victorian with its ornate white furniture, and the irregular, ruffled crockery adds an eccentric twist. After much "folderol, persiflage, badinage, tomfoolery and banter" (for once, a script deviating from Carroll's wording succeeds in upholding the wit and charm of the books), the Mad Hatter sings Laugh, highly reminiscient of a song he wrote for Willy Wonka fifteen years earlier. Leaving the party, Alice comes across an adorable fawn, to whom she sings Why Do People...?, before finding herself in the beautiful garden.
Alice meets the playing card gardeners, painting the roses red, and witnesses a royal procession, featuring the White Rabbit and the King and Queen of Hearts. The Queen takes an instant dislike to Alice and sings Off With Their Heads, which substitutes the character's furious temper in the book with calm and composed cruelty, like a caricature of an overly strict teacher. The King is very much as described by Carroll; pompous, bumbling and, while more sympathetic than his wife, not entirely subservient.
Still under threat of execution, Alice is invited to join a game of croquet, with flamingoes for mallets and guinea pigs for balls. Interestingly, hedgehogs were specified in the script, but are not native to the USA, so either they were impossible to obtain or the production team decided to opt for a creature more familiar to an American audience. After the game, the Cheshire Cat and the Duchess reappear, and the Queen sends Alice to meet the Mock Turtle. En route, Alice rescues a little goat from a pit, much to the delight of an onlooking chimpanzee, and bumps into the Gryphon, who accompanies her the rest of the way. They find the Mock Turtle sobbing, distressed at the amount of sense in the world. He sings an ode to Nonsense and dances with Alice, before she and the Gryphon leave for the trial of the Knave of Hearts. The Mad Hatter is the first to take to the witness stand, where he has an disagreement with the March Hare, I Didn't; You Did. Next is the Duchess's cook, who in turn fights with the Dormouse over their conflicting tastes in ingredients (pepper vs. treacle). Incensed by the injustice of the trial, Alice stands up for the Knave and grows taller than ever. When she confronts the Queen, she is sentenced to execution and flees from the attacking cards, only to find herself back home at last. However, she soon discovers she is trapped on the wrong side of the mirror, unable to reach her family. Trying to remain calm, she opens a book and begins to read the poemJabberwocky, but suddenly the lights go out and thunder echoes around the house. When Alice turns around, she is faced with the sight of the Jabberwocky itself, a huge monster bearing down on her.
Cowering from the Jabberwocky, Alice accidentally knocks over the chessboard, spilling the pieces onto the hearth, and the monster vanishes as suddenly as it appeared. Recovering quickly from her fright, Alice hastens to tidy up the chess board, a difficult task as the pieces have come to life and are walking about. They cannot see or hear Alice, but someone else can; a painting of an Owl on the wall tells her she must overcome her fears and defeat the Jabberwocky before she can grow up and return home. Alice finds herself standing in a forest, lost once more in another strange land. She makes her way to a garden, where she meets talking flowers and the Red Queen, who "has grown a good deal". The Red Queen accompanies Alice to the Chessboard Meadow and explains that she is now a pawn in the "big game of Chess that's being played all over the world". When she reaches the eighth square, she will be a queen and then she may go home. When the Red Queen disappears, Alice climbs aboard a passing steam train and shares a compartment with a goat, a horse and a man dressed in newspaper. Alice considers them a "bunch of grouchy people" and when the train begins speeding out of control, she pulls the only suitable thing in the absense of an emergency cord, the goat's beard. This succeeds in stopping the train, and Alice disembarks at once. Back in the forest, she briefly talks to a Gnat and follows signposts to a clearing, where she finds Tweedle Dee and Tweedle Dum. After accusing Alice of thinking themselves waxworks, they perform a big musical number, How Do You Do, Shake Hands, with a comical dance routine. Alice asks them for directions out of the wood, but they insist on reciting the longest poem they can think of. They skip along a woodland path to a cave, which leads to the seashore. Here, they sing The Walrus and the Carpenter, while the story plays out on the beach before their eyes. The Walrus and the Carpenter both look very similar to Tenniel's designs, while the oysters are portrayed by ballerinas. At the end of the poem, Alice is outraged to learn that the oysters have been tricked and eaten; pronouncing the Walrus and the Carpenter "monsters", she storms back into the forest.
Strolling through the forest, Alice comes across a shawl belonging to the White Queen, who appears, very flustered, and thanks her for finding it. She asks Alice to be her maid, and when Alice declines, she tries to tempt her with a promise of jam every other day, singing a wild rendition ofJam Tomorrow. After this, she explains "how things happen here" in Looking-Glass Land and "the effects of living backwards", which she demonstrates by screaming before hurting her finger. Things take a sinister turn when she suddenly transforms into a sheep, and Alice runs away, only to be chased by a gigantic eagle. The effects here are probably the weakest in the whole production and the sequence is distractingly false looking.
Alice takes cover under a wall and is rudely showered with leaves by Humpty Dumpty, who is standing on the top. They discuss words and their meanings, Mr Dumpty arrogantly asserting that they all mean whatever he chooses them to. Alice compliments his cravat, which he explains was an unbirthday present from the White King and Queen, and he uses his way with words to persuade her that they are much better than regular birthday presents. When Alice sensibly suggests that an egg of all things would be safer down on the ground, he criticises her fearful nature and consequently brings back the Jabberwocky, who knocks him off the wall and chases Alice through the forest. Alice quickly finds herself trapped, her only hope of escape to run right into the web of an enormous spider, which she does, facing the fear of insects she mentioned earlier to the Gnat. Freeing herself just in time, she hides from the monster until he is gone. Safe for now, Alice meets the White King and his messenger, who reports that the The Lion and the Unicornare fighting for the crown. Much to Alice's dismay, the King insists she comes along to see them, and they head off at once, singing all the way. They arrive just in time for refreshments, and Alice is given the task of serving the cake to the contenders. Initially she struggles, but soon learns the local custom is to "hand it round first, and cut it afterwards." Alice and the Unicorn make a bargain to believe in one another, despite regarding each other as a "fabulous monster". Once the cake is served, a tremendous pounding of drums begins and Alice flees with her hands over her ears. Eventually, the noise ceases and she finds herself in a part of the forest filled with rolling mist. Suddenly, the Red Knight arrives and claims Alice as his prisoner, but the White Knight comes to her rescue. A battle ensues, and a nervous Alice observes that "there are so many fights in Looking-Glass Land". The White Knight is victorious, and he agrees to escort Alice safely to the eighth square so that she may become a queen. On the way, he tells her of his many inventions, including an emotional ballad, We Are Dancing, which introduces Alice to the concepts of romance and chivalry as she moves ever closer to becoming a young lady. The "fair maiden" waves farewell to the "gallant knight" and instantly finds a crown on her head. She decides that she must be very dignified from now on. Suddenly, the Red Queen and the White Queen appear and begin to challenge Alice's suitability for the crown by questioning her academic abilities, singing Can You Do Addition?. They conclude that Alice is hopeless at arithmetic and languages, so the Red Queen moves on to the more profound question of "what moves us through this crazy game of life", showing her softer side in a heartfelt performance of Emotions. The White Queen comes over very tired and rests her head in Alice's lap, while the Red Queen sings "a soothing lullaby", Hush-a-Bye Lady, before drifting off to sleep herself. Queen Alice makes her way to her castle and enters the grand banquet hall, where the tables are set for a royal feast. The white Rabbit appears and, with Alice, sings To the Looking Glass World. During the song, more guests arrive, including the Red Queen, the White Queen, the Mad Hatter, the March Hare, the Dormouse and the King and Queen of Hearts. They all raise their glasses "to Queen Alice's health" and request that she returns her appreciation in a neat speech, but Alice tearfully explains that she only wants to go home. This causes great tension and offence among the guests, and Alice awkwardly prepares to leave the hall, but the Red and White Queens warmly fetch her back, directing her to a large, beautifully wrapped present on the table. Delighted, Alice lifts the lid, but the Jabberwocky burts out, swelling to enormous size and breathing fire over the party. Many of the guests escape up the staircase (the White Queen's screams add a perfect touch of comic relief), but the Jabberwocky follows Alice wherever she goes and even catches her briefly. The White Knight appears and heroically faces the monster, giving her time to run away, but he is soon thrown to the ground and left for dead. Meanwhile, Alice finds the painting of Mr Owl and implores him to help her friends, but he reminds her that until she conquers her fears, she will never be more than a child. Downhearted, Alice continues to run from the monster, but suddenly finds herself facing the looking glass, with her home on the other side. Tentatively, she reaches out and discovers to her delight that she can climb through into her living room. However, even back home there is no escaping her fear; the Jabberwocky looms through the mirror behind her. Realising the truth of the owl's warning, she confronts the Jabberwocky and shouts "I'm grown up now. I don't believe in you!", reducing the monster to a cloud of smoke. Her personal demon vanquished at last, she sinks into an armchair. Alice's mother finds her asleep and announces the happy news that she is finally grown-up enough to join the adults at tea. When her mother leaves the room, Alice's friends appear in the looking glass and sing Alice, telling her not to forget about her dreams now that she's growing up. With tears in her eyes, Alice waves goodbye to Wonderland.