The film follows the storyline of the book closely, save for adding some scenes from Through the Looking-Glass. It also changes the opening real world scene from Alice and her sister sitting at a riverbank to Alice in her bedroom, reluctantly practicing the song "Cherry Ripe", which she is expected to perform at a garden party. (The party guests are played by the same actors as the Wonderland characters and are shown as resembling them in appearance and personality, in a similar manner to the MGM version of The Wizard of Oz. The toys in Alice's room also reflect the residents of Wonderland). Thanks to stage fright and constant nagging from her confident governess (Dilys Laye), Alice runs out of the house and hides herself in the woods nearby, planning to stay hidden until the party has ended. However, an apple floats down from the tree and seems to hover in Alice's face. She is suddenly distracted by a human-sized White Rabbit (voiced by Richard Coombs) rushing by. Curious, Alice follows the White Rabbit, falling down his rabbit hole and ending up in Wonderland.
Alice travels throughout Wonderland, meeting a large number of bizarre people and challenges. Alice first has problems keeping her size the same while attempting to go through a small door leading to a beautiful garden, growing massively tall and flooding the room she is in with her tears before shrinking to the size of a mouse. She then meets Mr. Mouse (Ken Dodd) and his avian friends who participate in a Caucus Race, where everyone wins. Alice encounters the White Rabbit again who directs her to his house. There, Alice comes across a bottle of liquid that makes her enormous and leaves her trapped in the house. The White Rabbit and his gardeners Pat (Jason Byrne) and Bill (Paddy Joyce) attempt to remove Alice by going down the chimney, but Alice shrinks again. Wandering in a forest, she encounters Major Caterpillar (Ben Kingsley) who advises her to not be afraid before transforming into a butterfly. Alice grows back to normal size by eating part of a mushroom. She ventures to a nearby manor house where she meets the musical Duchess (Elizabeth Spriggs), her baby, her pepper-obsessed plate-throwing cook (Sheila Hancock) and the Cheshire Cat (Whoopi Goldberg). The baby is left in Alice's care but it turns into a pig and is released. The Cheshire Cat advises Alice to visit the Mad Hatter and his friends the March Hare and Dormouse.
Meeting the trio at a tea party, Alice is given rather odd advice on how to avoid stagefright, with the Mad Hatter (Martin Short) leaping onto the table to do his performance he previously did at a concert of the Queen of Hearts, the Queen eventually didn't enjoy the performance by quoting it's "murdering the tune" and ordered him to be executed. But the Hatter escapes being decapitated which upsets Time (who referred to as a 'he' and was once a close friend to the Hatter) and punished the three by stopping "himself" so they will have a never-ending tea party. Alice eventually leaves when the Mad Hatter and March Hare begin smashing cups and plates. They also try stuffing the unfortunate Dormouse into a teapot. She comes across the small door and using her intelligence, succeeds in getting through it into the garden which is actually the labyrinth maze belonging to the Queen. The Queen of Hearts (Miranda Richardson) invites her to a bizarre game of croquet, but her love for decapitating people annoys Alice. The Cheshire Cat's head appears in the sky and is ordered to be executed, but reasoning from Alice stops the Queen. The Duchess arrives to answer the King's question of who the Cat's owner is, but the Cat has vanished. Alice leaves the croquet game, meeting the Gryphon (voiced by Donald Sinden) and the Mock Turtle (Gene Wilder). The two sing with Alice, teaching her the Lobster Quadrille and encouraging her. Alice then wanders into a darker area of Wonderland, meeting a White Knight (Christopher Lloyd) who encourages her to be brave and also shows her his newest invention.
Alice meets some talking flowers: a Tiger-Lily (voiced by Joanna Lumley) who is the most sensible out of all of them, some Roses which are not too bothered about Alice being lost and some Daisies who are rascals. Having the flowers helping her, Alice walks off. Alice then meets Tweedledum and Tweedledee (Robbie Coltrane and George Wendt) who have some antics with her before getting into a fight over a dropped rattle. Alice is then captured by a pair of card soldiers and taken to the royal court where the Knave of Hearts (Jason Flemyng) is put on trial for apparently stealing the Queen's jam tarts. The Mad Hatter and his companions appear as witnesses but he is accused of stealing someone else's hat and is recognized by the Queen for singing at her concert, prompting him to sing his Twinkle Song. Alice is then called to the stand but she uses some mushroom pieces to grow to great heights. She sees the jam tarts have been untouched and the trial is pointless. She openly criticizes the Queen, the King and Wonderland. The White Rabbit, who is present at the court, reveals he deliberately lured Alice into Wonderland to conquer her fears. He does so by first asking her if she is self-confident. Upon Alice answering yes, he simply states, "then you don't need us anymore." He then sends her back home using the same hovering apple that brought her there in the first place.
Awakening back home, Alice courageously sings in front of her parents and their guests, but instead of singing Cherry Ripe, she sings the Lobster Quadrille which she finds much more interesting. The audience enjoy her performance to Alice's happiness. Alice spots the Cheshire Cat in the audience, who smiles at her in congratulations.
Tina Majorino as Alice
Miranda Richardson as Queen of Hearts
Martin Short as the Mad Hatter
Whoopi Goldberg as the Cheshire Cat
Simon Russell Beale as The King of Hearts
Ken Dodd as Mr. Mouse
Gene Wilder as The Mock Turtle
Francis Wright as the voice of the March Hare
George Wendt and Robbie Coltrane as Tweedledee and Tweedledum, respectively
Richard Coombs as the voice of the White Rabbit
Christopher Lloyd as The White Knight
Elizabeth Spriggs as The Duchess
Ken Sansom as The Baby
Ben Kingsley as Major Caterpillar
Peter Ustinov and Pete Postlethwaite as The Walrus and the Carpenter, respectively
Donald Sinden as the voice of the Gryphon
Jason Flemyng as The Knave of Hearts
Jason Byrne and Paddy Joyce as Pat and Bill the Lizard, respectively
Liz Smith, Ken Campbell, Heathcote Williams and Peter Bayliss as Miss Lory, Mr. Duck, Mr. Eaglet and Mr. Dodo, respectively.
Joanna Lumley as Tiger Lily
Sheila Hancock as The Cook
Murray Melvin as Executioner
Nigel Plaskitt as the voice of the Dormouse
Nigel Plaskitt as the voice of the Pig Baby
Peter Eyre and Hugh Lloyd as the Frog and Fish Footmen
Matthew Sim, Jonathan Broadbent and Christopher Ryan as the Rose Painting Cards
Gerard Naprous as the Red Knight
Janine Eser as Alice's mother.
Jeremy Brudenell as Alice's father.
Mary Healey as Nanny
Dilys Laye as Governess
John Owens as Red Bishop
Christopher Greet as White Castle
made-for-television film adaptation of Lewis Carroll's books Alice's Adventures in Wonderland (1865) and Through the Looking-Glass (1871)