On the most perfect day of summer, children play in a park. Alice dreams of a world of her own while her sister Mathilda lectures her on the books she is reading until Alice falls asleep. She wakes and finds a White Rabbit talking about how late he is. Alice follows the White Rabbit down a rabbit hole where strange creatures offer her advice. Finally, at the end of her fall, Alice encounters a talking doorknob which tells her that a place called "Wonderland" is on the other side. It tells her to have a drink which will make her small enough to fit into Wonderland. Unfortunately, the door is locked and the doorknob tells her that she forgot the key and Alice takes a bite of a cookie labeled "Eat Me" to make her big enough to get it. Alice starts crying when she becomes convinced she will never get into Wonderland, filling the room with an ocean of tears. She escapes by grabbing another drink from the "Drink Me" potion and swimming through the keyhole.

On the outskirts of Wonderland, Alice meets sea creatures who tell her to run around in circles to get dry from her swim in the river of tears. For participating in the “Caucus Race,” the Dodo Bird gives Small Alice a cookie to restore her to her regular size. Still intent on pursuing the White Rabbit, Alice bumps into a pair of twins who teach her some manners. She escapes the Tweedle twins when they tie themselves up in an elaborate handshake and finds the White Rabbit near his house looking for some special white gloves. Alice offers to search the house for his gloves and takes a bite of the cookie she finds. She grows to the size of the White Rabbit’s house until she wears it like a dress. A carrot Alice eats makes her shrink to the size of three inches and she hides among a patch of rude flowers. A Caterpillar tries to cheer Small Alice up with the song "Zip-A-Dee-Doo-Dah" and then returns Alice to her regular size with a magic cookie. A mysterious Chesire Cat leads Alice to the Mad Hatter, who is celebrating his Unbirthday with a game of musical chairs.

After the celebration, the Chesire Cat leads Alice to a group of Royal Cardsmen busy redecorating the roses to fit the Queen of Heart's taste. The Queen discovers the Cardsmen's trick and sentences the leaders of the pack to have their heads cut off. She challenges Alice to a game of Simon Says. Even though Alice wins the game, the Queen still wants to have her head cut off, but the King of Hearts persuades her to hold a trial.. A series of witnesses from the creatures Alice met along her journey do not help her case. The Caterpillar acts as Alice's Defense Attorney and asks her who she thinks she is. Alice considers what she had learned throughout her journey and ultimately concludes that she is Alice. Suddenly, she finds herself back in the park with Mathilda and finds the White Rabbit’s broken watch in her pocket.