In nineteenth century England, Alice becomes bored while reading a book in the company of her cat, and climbs on top of the fireplace to look into a mirror.  She steps through the mirror and falls into an enchanted land where chess pieces come to life, among other amazements.

While following a White Rabbit, she falls down a tunnel, and after changing sizes several times, and nearly drowning in a puddle of mouse tears, she enters a garden.  There she encounters the Dodo Bird who recites History to dry her off.  A hookah-smoking caterpillar demonstrates how to change sizes by eating bits of mushroom, and at the Duchess's, where the cook and the Duchess are fighting,  Alice takes the Duchess's baby into her arms, but the child soon changes into a pig and Alice drops it.

Alice continues through the garden, asking directions of the Cheshire Cat who only confuses her and dissolves into air.  She then joins a tea party with the March Hare, the Mad Hatter, and the Dormouse.

Later, Alice is saved from execution ordered by the Queen of Hearts because it is the executioner's day off.  While walking with the Duchess, who is instructing her on morals, Alice encounters the Gryphon and the Mock Turtle.  Twin brothers Tweedledee and Tweedledum recite the tale, "The Carpenter and the Walrus," but when they start to battle over a broken rattle, a crow appears and scares them off.  An egg that Alice purchases grows into Humpty Dumpty, who attempts to explain the poem "Jabberwocky" until he falls off the wall and shatters.  The bumbling White Knight has already sent his men to put Humpty back together again, so he escorts Alice to the end of the forest, after which she falls down a hill and becomes a queen.

At a party in her honor, all the dishes start to dance and fly into the air.  The Red Queen begins to strangle Alice, however, and she awakens back in her chair at home, with Dinah, her cat, who was the Red Queen in her dream.