At the bottom, Alice finds herself in the Mysterious Hall of Locked Doors. She finds a small key that works on a tiny door, but she cannot fit through. She drinks a potion that makes her smaller and goes through the door into a garden. She encounters the White Rabbit who mistakes her for someone named Mary Ann. He asks her to get his gloves for him. As she follows the White Rabbit, she runs into the Caterpillar.

Alice tells him she wishes to be larger, and he tells her that the mushroom might help. If she eats one side it will make her larger and the other will make her smaller. As Alice goes to explore, a Fish and Frog Footmen enter with an invitation from the Queen addressed to the Duchess, inviting her to a game of croquet. Alice startles them, and they drop the invitation. Reading it, Alice decides to deliver it to the Duchess.

She next finds herself in the Duchess’s kitchen where there is a smoking pot of soup amid many cooks and the Duchess holding a baby. The smoke makes Alice sneeze, and the Duchess sings a song about how she speaks roughly to her baby and beats him when he sneezes. During the song, the bundled baby gets tossed in the air. Alice tells her not to treat her baby that way, and the Duchess throws him to her to take care of. The Duchess and cooks exit so the Duchess can get ready for her game of croquet. As Alice holds the baby, it starts grunting and she realizes that is actually a pig. She sets the pig down, and it runs offstage.

Alice meets the Cheshire Cat and asks him for directions to find the White Rabbit. He leads her to a clearing where a tea party is set. She meets the Mad Hatter and the March Hare who are having a truly wacky tea party. Alice gets frustrated with the Mad Hatter and March Hare’s antics when she sees the White Rabbit run by. She chases him off stage.

Alice then meets Tweedledee and Tweedledum. Tweedledee broke Tweedledum’s new rattle, and they have agreed to have a battle. They comically fight before exiting together. Alice remarks that she hasn’t ever seen anyone make such a fuss over something so small when she runs back into the Cheshire Cat. His tail points her in a direction towards Humpty Dumpty’s wall.

Humpty Dumpty enters and climbs a ladder. Alice knows the poem and is worried that he will fall. He is very sure that no such thing will happen. The ladder sways forward and backwards, but he continues chatting with Alice. He is about to tell her goodbye when he sways just a bit too far and falls off the ladder behind a wall.

The White Knight enters on his horse to help put Humpty Dumpty together again, but he is too late. Instead, he offers to help Alice find her way through the forest. He pulls out his sword when he hears a noise thinking it might be the Jabberwock. As he tells Alice about the Jabberwock, the monster enters and fights the White Knight. The White Knight fights him and decapitates him. The White Knight leaves Alice asking her not to forget him.

She continues on her way and finds herself in a garden where playing cards are painting the white roses red. It is here that she finally catches up to the White Rabbit. She is about to speak with him when the Queen of Hearts enters. The Queen questions Alice and asks her if she can play croquet. The Queen notices that one of the white roses hasn’t been painted yet, and yells, “Off with their heads!” The playing cards manage to run away before the execution can swing the axe in their direction.

It is now time for the croquet match. They are using flamingoes for mallets and hedgehogs for croquet balls. Alice goes first, and the White Rabbit ensures that her hedgehog does not score any points. The Queen takes a turn, and the White Rabbit and Playing Cards ensure that she makes every point. The Queen wins through cheating.

The Cheshire Cat enters, and Alice confides in him that the game isn’t fair. The Queen demands to know who she’s talking to, but the Cheshire Cat keeps disappearing when the Queen looks his way. The cat lifts up the back of her dress and exposes her underwear. There is a blackout and we see the Cheshire’s smiling grin appear in different areas of the stage. When the lights return, the cat is gone, and the Queen blames Alice. The Queen yells for her to have her to lose her head.

The King of Hearts asks the White Rabbit for some of the tarts that the Queen made that morning. The White Rabbit announces that the tarts are missing. Alice gets blamed, but she remembers the poem in which the Knave of Hearts has stolen the tarts. The King of Hearts suggests that they have trial before the execution.

During the trial, the Mad Hatter and the March Hare arrive to serve as witnesses. They don’t have much to offer in terms of evidence, and the Queen has her executioner chase them offstage with an axe to cut off their heads. The Duchess is the next witness to be called. She says that she will not give any evidence and exits.

Alice has had enough and tells the Queen to hold her tongue and that the people proceeding over the trial are just a pack of cards! The courtroom begins rocking and spinning madly. The characters all swarm in circles, and we see a spiraling light on the floor as Alice hears the characters repeating words from earlier in the story. Alice disappears through a rabbit hole in the floor, and we next see her sleeping against her sister’s leg back under the tree.

Her sister wakes her up, and Alice realizes it was all a dream.