In Care-a-lot, the Care Bears are visited by the White Rabbit, the uncle of Swift Heart Rabbit. The White Rabbit gives the Care Bears the task of finding the missing Princess of Heart, who is to be crowned queen in Wonderland, otherwise the villainous Wizard of Wonderland will gain the throne. Tenderheart, Grumpy, Good Luck, Brave Heart, Lotsa Heart, Swift Heart and the White Rabbit search all over the world for the Princess, but to no avail. Grumpy is pointed to a girl who resembles the Princess, Alice. The Care Bears decide that Alice could act as the Princess until the real one is found. The group is separated by the power of the Wizard, forcing Grumpy, Swift Heart and the White Rabbit to use a rabbit hole to reach Wonderland.
In Wonderland, Tenderheart's group gain directions to Heart Palace from Officer Caterpillar. The Wizard sends his minions Dim and Dum to capture Alice using large battle robots, but the Care Bears defeat them with a Care Bear Stare. Grumpy's group reunite with the others, as the Cheshire Catappears, portrayed as arap artist. The Cheshire Cat splits the group of two, directing Tenderheart, Lotsa Heart, Alice and the White Rabbit to Heart Palace, and Brave Heart, Grumpy, Good Luck and Swift Heart to look for theMad Hatter, who knows where the Princess is. The Wizard captures Alice briefly and explains to her that when he rules he will make Wonderland less insane and more controlled. Alice flees and runs into the Queen of Hearts' throne room, where the Queen accepts Alice as her daughter whilst knowing she is not. Brave Heart's group locate the Mad Hatter who takes them to the lair of the Jabberwocky, where the Princess is. Grumpy rescues the princess, but the Jabberwocky gets a thorn in his foot which is removed by the Care Bears. In gratitude, the Jabberwocky (or "Stan" as he prefers to be called) decides to help them back to Heart Palace.
As the Princess' coronation day arrives, the Wizard decides to expose Alice's identity to the court via the Princess Test, to prove that she is not the princess. Alice climbs a mountain to retrieve some water from a spring, aided secretly by Tenderheart and Lotsa Heart; however, Alice gives the water to an injured unicorn. Angered by this, the Wizard demands that Alice make the flowers in the palace garden bloom magically. The princess secretly steps in and makes the flowers bloom. The Wizard, who had not been anticipating the Princess' return, suddenly exclaims he had her kidnapped, exposing his crime. The Care Bears, Alice, and the Wonderland characters confront the Wizard but the appearance of the Jabberwocky drives the villain insane, and he is arrested. The princess is crowned the new queen, and she helps Alice and the Care Bears return home. At Care-A-Lot, Grumpy raps with the Cheshire Cat who joins the Care Bears for dinner as the film ends.
- Thomas the tank engine, Percy, James, Emily, Toby, The Logging Locos (Bash, Dash and Ferdinand), Twilight Sparkle, Applejack, Pinkie Pie, Rainbow Dash, Rarity, Fluttershy, Annoying Orange, Pear, Apple, Passion Fruit, Midget Apple, Marshmallow, Grape Fruit, Grandpa Lemon Tenessee Tuxedo, Chumley, Garfield, Odie, Poky, Shy, Tip, Dash, Lucky, Rolly, Cadpig, Spot, Spot the Puppy, Maya, Miguel, Paco, DangerMouse, Ernest Penfold, the Grinch, Max the Dog, Euchariah, the Cat in the Hat, the Sesame Street gang, Arthur and his friends, D.W., Emily, the Tibble twins, Mr. Ratburn, Godzilla, Godzooky, Little Godzilla, Minilla, Anguirus, Rodan, Mothra, Jet Jaguar, Moguera, Napoleon, Birdo, Dennis the Menace and his friends, the Kids Next Door, Numbuh 362, the Mighty Morphin Power Rangers, Alpha-5, Zordon, Dink the Little Dinosaur and his friends, Courage the Cowardly Dog, Princess Aroura, Prince Phillip, Samson (Prince Phillip's Horse), Flora, Fauna, Merryweather, Clifford the big red dog, Cleo, T-Bone, Mac, Emily Elizabeth, Jetta, Charley, Sharon Spitz and her friends, Super Why and his friends, the Word World gang, Sailor Moon and the Sailor Scouts, Skunk, Fox, Rover Dangerfield and his friends, Balto and his friends, Frank Phil, Oobi, Uma, Kako, Grampu, Wicket the Ewok, Princess Kneesa, Teebo, Latara, Princess Merida, Lloyd and his Friends (from Lloyd in Space), King Russle and his Friends (From King), Guile and the Street Fighters, Peter Rabbit, Norman (from Paranorman), Johnny Test, Dukey, Susan Test, Mary Test, Hugh Test, Lila Test, Otto Rocket and his Friends (from Rocket Power), Saber Rider and the Star Sheriffs, the Animal Crackers Gang, Kanga, Roo, Lumpy, Darby Buster, IG-88 and his Friends, Kronk, Iago, Reese Ambler, Rydell, Meta Knight, Crash Bandicoot, the Regular Show Gang, the Star Fox Team, Link, Zelda, King Harkinian, Gwonam, Morshu, Impa, Fari, Pajama Sam, Ronald Mcdonald and his Friends, Mike, Sulley, Earl and his Family, Roy (Earl's Friend), the Tiny Toons Gang, Blard Simpleton, Simba, Timon, Pumbaa, Ttark, Rocko, Heffer, Filburt, Baloo, Fred Flintstone, Barney Rubble, Dino, George Jetson, Elroy Jetson, Astro, Wishbone, Charlie Brown and his Friends, Timmy Turner, Cosmo, Wanda, Chester, A.J., Elmer, Sanjay, Trixie Tang, Mr. Turner, Mrs. Turner, Scooby-Dum, Jack Skellington,the Bowser Family, the Psycho Rangers, the Ancient Minister, Asajj Ventress, King Dedede, Escargoon, the Star Wolf team, Scratch, Grounder, Nostalgia Critic, the TGWTG Squad, the Angry Video Game Nerd, the Super Evil Squad, the Crime Empire, the Mad Bunny, Ursula The Swa Witch Oogie Boogie, the Grand Duke of Owls, BrerFox, BrerBear, Father, the Delightful Children, Tyrannor, the Predator, Shere Khan, King Ghidorah, SpaceGodzilla Gigan, Megalon, Bagan, One-Eyed Sally, Blather,marv harry Mimet, Western Dr Raygar Jafar Nasria, Maleficent, And Myotismon, are gust starring in this film.
- This film takes place after both IDuckFilms' Pooh's Adventures of My Little Pony Friendship is Magic and Pooh's Adventures of Annoying Orange in which Pooh Bear and his friends alreay know Twilight Sparkle, Annoying Orange and their friends.
- There might be a flashback from Thomas' Adventures of Aladdin, in which Thomas and his friends knows how they met Jafar.
- The Evil Wizard of Wonderland is known as Jafar's Twin Brother.