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During her sister's history lesson, young Alice plays with her kitten, Dinah, and dreams of living in her own world, in which nonsense would reign. Soon after, she spots a White Rabbit dressed in a vest and carrying a clock, who is frantically declaring that he is late. Intrigued, Alice follows him into a cave, falling into a seemingly bottomless hole. After passing several floating pieces of furniture, Alice finally lands safely and follows the rabbit through a series of rooms, until she reaches a door so small she cannot fit through it. She tries the doorknob, which complains at being twisted and suggests that she drink from a bottle that sits on a table, bearing the tag "Drink Me." Alice does so, and with each distinctly flavored sip, shrinks smaller and smaller. She is now the correct size to fit through the door, but is no longer large enough to reach the key, which sits on the table. The doorknob urges her to eat from a box of crackers labeled "Eat Me," but after she does, she grows to gargantuan proportions. Despairing, Alice cries huge tears that flood the room, and stops only when the Drink Me bottle floats by. She drinks, becomes smaller and swims through the doorknob keyhole into the world beyond. There, she follows a parade of creatures running in a circle around a Dodo bird, who calls their activity "a caucus race." Exasperated, Alice moves on when she spots the Rabbit, chasing him into a forest. Two identical creatures, named Tweedle Dee and Tweedle Dum, slow her process by singing gibberish songs and relating the tale of a Walrus who infuriated a Carpenter by eating all the oysters they invited to dinner. Alice sneaks off in the middle of a song, finally locating the Rabbit in his little house. The Rabbit calls her "Mary Anne" and insists that she recover his lost gloves, and while searching for them, Alice discovers more "Eat Me" biscuits. Upon nibbling one, she grows until she fills the whole house. Certain that a monster has invaded, the Rabbit urges the passing Dodo to help exorcise her, and the Dodo devises a plan to set the house on fire. Alice fears for her life until she manages to pull a carrot from the garden, and after eating it, shrinks to three inches. She scurries off into a bed of flowers, who at first welcome her with a song but then, deciding she is a weed, shoo her away. Alice then wanders upon a Caterpillar, sitting on a mushroom and smoking a hookah. After enduring an elocution lesson, Alice unintentionally insults the Caterpillar by wishing to be taller, and before scurrying off, he informs her that one side of the mushroom will make her taller, the other smaller. By experimenting with pieces of the mushroom, Alice regains her proper size. Soon, she meets a grin that eventually materializes into a Cheshire Cat, who mischievously directs her to a nearby tea party. There, the Mad Hatter, March Hare and Dormouse are celebrating their "unbirthdays." When Alice joins them, they are at first nonplussed but then welcome her, confusing her with their insistence that she continually switch chairs just as she is about to drink her tea. They ask her about her past, but when she mentions Dinah, the Dormouse panics, disrupting them further. The Rabbit then arrives, still concerned that he is late, and the Mad Hatter attempts to "fix" his clock by applying butter and jam to it. When the Rabbit leaves, Alice follows him into Tulgey Wood, where the animals all resemble musical instruments and a group of creatures called Mome Raths direct her to a path. The path is soon swept up by a dog-like animal, however, and a homesick Alice inspires the nearby birds to weep for her despair. Just then, the Cheshire Cat returns to point out a door in a tree trunk that leads into a garden maze. Alice wanders the maze until she comes upon three playing cards painting roses for the Queen of Hearts, a volatile ruler who likes to order beheadings. The Queen soon arrives with her army of cards, and after sentencing the painters to death, invites Alice to play croquet. Even though the elaborate game, which uses flamingos for mallets and hedgehogs for balls, is fixed to ensure the Queen will always win, the Queen grows angry after the Cheshire Cat causes her to pull her dress over her head. She blames Alice, ordering her head to be cut off, until the diminutive King suggests a trial. The Queen governs the nonsensical trial, which Alice puts a stop to by eating some mushroom and growing colossally. The Queen is frightened until Alice accidentally shrinks herself again, and in renewed danger, flees through the maze. After passing each creature she has met during her strange trip, Alice finally spots the doorknob again. Although it remains locked, she peers through the keyhole and, upon seeing herself sleeping on the other side, calls to herself to wake up. When Alice awakens, her sister, exasperated with the young girl's absentmindedness, brings her home.