In London, 1871, troubled by a strange recurring dream and mourning the loss of her father, 19-year-old Alice Kingsleigh attends a garden party at Lord Ascot's estate. There, she is confronted with an unwanted marriage proposal by Lord Ascot's son, Hamish, and the stifling expectations of the society in which she lives. Unsure of how to proceed, she pursues and follows a rabbit wearing a blue waistcoat and carrying a pocket watch and falls into a deep rabbit hole under a tree. She enters a small door by drinking from a bottle labeled 'Drink Me' (called Pishsalver) and emerges to a forest in a magical place called Wonderland where she is greeted by a White Rabbit, a Dormouse, a Dodo, Talking Flowers, and identical twins named Tweedledee and Tweedledum who all apparently know her.
Alice suggests that it is all a dream while the others argue over whether Alice is "the right Alice" who must slay the Red Queen's Jabberwocky on Frabjous Day and restore the White Queen (who is the Red Queen's sister) to power, as foretold by Absolem the Blue Caterpillar and his Oraculum (a scroll-like calendar which tells Wonderland's history and future). The group is then ambushed by a ravenous beast called a Bandersnatch and an army of playing-cards called Red Knights led by the Knave of Hearts (the Red Queen's tall general and lover). Alice and the Tweedles escape into the woods. The Knave steals the Caterpillar's Oraculum. The Dormouse leaves the others behind with one of the Bandersnatch's eyes in her possession. The Tweedles are then captured by the Red Queen's large Jubjub bird.
The Knave informs the Red Queen that Alice threatens her reign, which makes her order him, the Red Knights, and a Bloodhound (who has a wife and children imprisoned) to find Alice immediately. Meanwhile, Alice enters the Tulgey Woods where she is greeted by a grinning vanishing Cheshire Cat who guides her to the Mad Hatter, the March Hare and the Dormouse's tea party. The Hatter explains to Alice that he joined the resistance because the Red Queen destroyed his entire village and killed his family when she first ruled Wonderland. He later helps Alice to avoid capture by allowing himself to be seized instead. Later, Alice is found by the Bloodhound, but Alice insists upon helping the Hatter. At Salazar Grum castle, the Red Queen notices Alice when she ate Upelkuchen (a cake labeled 'Eat Me' which makes the consumer grow) during a game of Croquet with flamingos and hedgehogs but is unaware of her true identity because Alice pretended to be called "Um" and therefore welcomes her as a guest.
Alice learns that the vorpal sword, the only weapon capable of killing the Jabberwocky, is locked inside the den of the Bandersnatch. The Knave attempts to seduce Alice, but she rebuffs him, causing the jealous Red Queen demanding for Alice to be beheaded. Alice obtains the sword and befriends the Bandersnatch by returning its eye. She then escapes on the back of the grateful Bandersnatch and delivers the sword to the White Queen. The White Queen gives Alice a potion that returns her normal size and rewards her with a suit of armor when she battles the Jabberwocky. The Cheshire Cat saves the Mad Hatter from the executioner by disguising himself as him in exchange for borrowing his beloved hat. The Hatter calls for rebellion against the Red Queen, which all her subjects agree to by starting to shout out "Down with Bloody Big Head." The rebellion is quickly put down when the Jubjub bird begins to kill the disloyal subjects, but the resistance manages to free the Bloodhound's family and flees to the White Queen's castle.
Both armies prepare for battle on Frabjous Day. The Caterpillar finally gets Alice to remember that she has been to Wonderland when she was a little girl, and advises her to fight the Jabberwocky just before completing his transformation into a pupa. On Frabjous Day, the Queens gather their armies on a chessboard-like battlefield and send Alice and the Jabberwocky to decide the battle in single combat. Encouraged by the advice of her late father, Alice fights the Jabberwocky among a demolished spiraling tower surrounding the battlefield. During this fight, a catapult stone kills the Jubjub bird; Alice finally defeats the Jabberwocky by jumping from the top of the tower onto its neck and beheads it. Frabjous Day has finally ended and the Red Knights turn against their ruler. As punishment for their crimes, the White Queen banishes her sister and the Knave into exile together. The Knave attempts to kill the Red Queen because he grew sick of her affections, yet the Mad Hatter protects the Red Queen from his attack.
After the Hatter performs a celebration dance called Futterwacken, the White Queen gives Alice a vial of the Jabberwocky's purple blood whose power will bring her whatever she wishes. She decides to rejoin the everyday world after saying farewell to her friends. Back in England, Alice refuses Hamish's proposal and impresses Lord Ascot with her idea of establishing oceanic trade routes to Hong Kong, inspiring him to take her as his apprentice. As Alice prepares to set off on a trading ship, a light-blue butterfly with dark vein markings lands on her shoulder, and Alice recognizes him as the former Caterpillar.
Johnny Depp as Tarrant Hightopp, the Mad Hatter
Mia Wasikowska as Alice Kingsleigh
Helena Bonham Carter as Iracebeth, the Red Queen
Anne Hathaway as Mirana, the White Queen
Crispin Glover as Ilosovic Stayne, the Knave of Hearts
Matt Lucas as Tweedledee and Tweedledum
Frances de la Tour as Imogene
Leo Bill as Hamish Ascot
Marton Csokas makes a cameo appearance as Alice's deceased father in the film's opening scene and Alice's mother is played by Lindsay Duncan. Lord and Lady Ascot are played by Tim Pigott-Smith and Geraldine James, respectively. Eleanor Tomlinson and Eleanor Gecks play the Cathaway sisters, who bear a strong resemblance to Tweedledum and Tweedledee. Jemma Powell appears briefly as Alice's sister, Margaret, while Margaret's unfaithful husband Lowell is played by John Hopkins.
Michael Sheen as Nivens McTwisp, the White Rabbit
Alan Rickman as Absolem, the Caterpillar
Stephen Fry as Cheshire
Barbara Windsor as Mallymkun, the Dormouse
Timothy Spall as Bayard Hamar
Paul Whitehouse as Thackery Earwicket, the March Hare
Michael Gough as Uilleam, the Dodo
Christopher Lee as The Jabberwocky
Imelda Staunton as The Talking Flowers
Jim Carter as The Executioner
Frank Welker provided additional voices and vocal effects; including roars of the Jabberwocky and Bandersnatch, squawks for the Jubjub bird, and Bayard's barking. Rickman, Windsor, Fry, Gough, Lee, Staunton and Carter each took only a day to record their dialogue
Loosely inspired by Lewis Carroll's fantasy novels, Alice's Adventures in Wonderland and Through the Looking-Glass, and Walt Disney's 1951 animated film of the same name