On the bank of a tranquil river, Alice (Kathryn Beaumont) grows bored listening to her older sister, Mathilda, read aloud from a history book about William I of England. Alice's sister scolds her, gently but firmly, for her lack of attention. At that moment, Alice dreams of living in a world of nonsense and wonders aloud to her kitten Dinah, and her bodyguards, the shell louge squad, what it would be like. Just then, they see a White Rabbit (Bill Thompson) wearing a waistcoat and carrying a large pocket watch. the gang follows him into a rabbit hole, where they suddenly fell down into a deep well, leaving Dinah behind.
At the bottom, they follow the Rabbit into a large chamber-like hall, but he escapes through a tiny door. The Doorknob (Joseph Kearns) suggests Alice drink from a bottle marked "Drink me" on a table which has magically appeared. The contents shrink her to a tiny fraction of her original size. The door is locked, but the key appears on the table, which she can not reach. The Doorknob directs her to a cookie marked "Eat me." The cookie makes her grow so large that her head hits the ceiling. She begins to cry when she realizes she can't get out, and her massive tears flood the room. The Doorknob points out that the "Drink me" bottle still has some fluid left inside, so she finishes the last drop. She becomes so small that she drops inside the bottle. Both she and the bottle drift through the doorknob's keyhole mouth, with the also now tiny louge in a submarine, and out to a sea made from Alice's tears.
On shore, a Dodo bird (Thompson) leads a group of animals in a futile caucus-race to get dry. the gang meetsTweedledum and Tweedledee (J. Pat O'Malley), two fat twin brothers who recite "The Walrus and the Carpenter", in a sequence that first appeared in Through the Looking-Glass. After sneaking away to the White Rabbit's house, Alice is mistaken by him for his maidservant, Mary Ann, and forced to fetch his gloves inside. She helps herself to another cookie and then grows to such a large size that she gets stuck inside the house and this sends the White rabbit into a panic as he mistakes her for a monster. The Dodo tries to help by first sending Bill the Lizard Chimney Sweep down the chimney, but Alice sneezes and sends him flying back up. The Dodo then decides the best solution would be giving Alice the Rabbit's famous shriking carrots, which alcourse, works.
Alice encounters a garden of talking flowers who at first befriend her but before it can get hairy, Icky gets her out of there, but is left alone again when a large flytrap traps icky. She then follows a trail of smoke letters created by aCaterpillar (Richard Haydn) sitting on a mushroom and smoking a hookah. Alice asks him for some help but accidentally insults him when she says she hates being three inches high. The caterpillar disappears in a cocoon of smoke, transforming into a butterfly. Before he flies away he tells Alice that eating one side of the mushroom will make her grow taller, and the other side will make her shorter. Alice attempts this and after becoming a giant and scaring a mother bird and then briefly becoming three inches tall again, returns to her normal height, with the louge now in tow, due to noticeing giant alice before.
meanwhile, the villain leage, mainly Mirage had sussessfully corrupted the queen of hearts.
the gang receives mysterious directions from the Cheshire Cat (Sterling Holloway), an eerily grinning feline that can disappear and reappear at will, which lead them to the home of the March Hare (Jerry Colonna), who is celebrating his "unbirthday" with the Mad Hatter (Ed Wynn) and the Dormouse. Alice (mostly her in fact) decides to join in on the celebration, much to their delight. The Mad Hatter and March Hare keep interrupting and changing the subject and angering Alice. The White Rabbit runs through the garden exclaiming that he's late; the Mad Hatter attempts to fix his watch, saying that it is "two days slow!". The watch then goes haywire and the March Hare smashes it with a mallet. Upon lamenting that it was an unbirthday present, the Mad Hatter and March Hare toss the White Rabbit up in the air and out into the woods. Alice and the louge grew tired of their rudeness and wackiness as well as all the kinds of nonsense in Wonderland, and decides to go home, abandoning the pursuit of the White Rabbit. they becomes lost and despondent in the Tulgey Wood until Squidward, unintentionally summons the pink elephants when he screamed at the bubble soap (tainted by Dr. Facilier's vodo bar of soap), which, after an extreme display of absordness, knocks Alice and the Louge out. the louge reiappears, without alice, who is being mislead and taken by Mirage, on a tree, greeted by the Crows from dumbo.
In the hedge maze garden, Alice meets some playing cards painting white roses red. The White Rabbit heralds the arrival of the bellicose Queen of Hearts (Verna Felton), the diminutive King (Dink Trout), and a card army. She invites Alice to a strange game of croquet using flamingos as mallets, hedgehogs as balls, and card soldiers as wickets. The Cheshire Cat plays a prank on the Queen, who blames Alice and orders her execution. The King suggests that Alice is to be put on trial instead. At the trial, Alice's nonsensical acquaintances (the Mad Hatter, the March Hare, the Dormouse and the White Rabbit) are of no help to her. thelouge came to her rescue, but Mirage and the queen demanded evidents for the real causer of the sudden heartless infestition, on the screah, they reveled it to be Mirage, but the over-comident Mirage already set out her trap! Mirage had the villain leage attack, and a fight ensued. after most of them are defeated, the flying ducthman appeared, when Sora, an extra helping the louge, destroys the cage controler, but Maleficent already took alice, with Mirage letting the queen and the Flying ducthman to handle the louge. the queen and the Flying Dutchman were defeated by Cynder when she entered Avatar Cynder, scaring of dutchman and the card soldiers and destroying the Queen. on their screh for alice, they encountered many hazards, fear-stricken wonderlandians, heartless, and the alpha heartless,Trickmaster. thankfully, the wonderlandians came to their senses (their idea of sense anyway) and the heartless infestion was congured. some of the wonderlandians choose Cynder as their queen, and even want to follow her, becoming shell lougers in the prosess.