Troubled by a strange recurring dream, nineteen-year-old Alice Kingsleigh attends a party where she is faced with the expectations of marriage and of the society she lives in. Unsure of how to reply and increasingly confused, she runs away to chase after a rabbit in a waistcoat, and accidentally falls into a rabbit hole. She is transported to a world called Underland where she is greeted by the White Rabbit, the Dormouse, the Dodo, Tweedledum and Tweedledee, and several talking flowers. They argue over her identity as "the right Alice," who it is foretold will slay the Red Queen's Jabberwocky on the Frabjous Day and restore the White Queen to power. They consult Absolem the Caterpillar, who decides that she is "not hardly Alice." The group is then ambushed by the Bandersnatch and a group of playing-card soldiers led by the Knave of Hearts. Alice escapes and flees into the woods.
The Knave informs the Red Queen that Alice has returned to Underland and is a threat to her reign. The red army is ordered to find Alice immediately. Meanwhile, the wandering Alice encounters the Cheshire Cat, who takes her to the Mad Hatter and March Hare. On the way to the White Queen's castle, Hatter relates the terror of the Red Queen's reign, and comments that Alice is not the same as she once was. The Hatter helps Alice avoid capture by allowing himself to be seized instead. Later, Alice is found by Bayard the bloodhound, who wishes to take her to the White Queen, but Alice insists upon helping the Hatter, so they go to the Red Queen's castle.
The Red Queen is unaware of Alice's identity and therefore welcomes her as a guest. Meanwhile, the Hatter persuades the Queen to let him serve as her personal milliner in an attempt to delay his execution. Alice learns that the Vorpal Sword is locked away in a case inside the Bandersnatch's den; she manages to retrieve the sword and befriend the beast. However, the Knave finds her with the sword and attempts to arrest her. Alice escapes with the aid of the Bandersnatch and delivers the sword to the White Queen. The Cheshire Cat saves the Hatter from execution, and the Hatter calls for rebellion against the Red Queen. The resistance flees to the White Queen's castle, and both armies prepare for battle.
Alice remains unsure about the expectation for her to champion the White Queen, and meets once more with Absolem. He reminds Alice of her past visit to Underland (which she mistakenly called "Wonderland" at the time) and helps give her the courage to fight the Jabberwocky.
When the Frabjous Day arrives, both the White and Red Queens gather their armies on a chessboard-like battlefield and send forth their chosen champions (armor-clad Alice and the Jabberwocky respectively) to decide the fate of Underland. The White Queen offers her sister a chance for peace but is refused. Encouraging herself with words of her father, Alice manages to kill the Jabberwocky. Having regained control of the throne, the White Queen banishes the Red Queen and the Knave to the Outlands, and gives Alice a vial of the Jabberwocky’s blood, which will take her home. The Hatter suggests that she could stay in Underland, but she decides she must go back and promises that she will return.
Alice drinks the blood and returns home, where she addresses all of the issues she faced at the beginning of the film and takes charge of her life. She then becomes an apprentice for Lord Ascot, with the idea of beginning oceanic trade routes in China.
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