Based on the classics by Lewis Carroll, young Alice enters a world of fantasy, nonsense, and wit.
Inside while it snows, bored Alice (Charlotte Henry) talks to chess pieces and her cat. Alice goes through the mirror to a backward room behind it. In her fantastic world she follows a white rabbit and falls in a hole. Alice drinks a potion and gets large, crying because she can't get in a door. Another potion makes her small. Alice swims in her tears with Mouse, and a Dodo Bird (Polly Moran) dries her off with history. A hooka-smoking Caterpillar (Ned Sparks) gives Alice mushroom to grow larger or smaller. Alice sees Frog (Sterling Holloway) and the Cook throwing dishes. Alice is handed a baby that turns into a pig.
The Mad Hatter (Edward Everrett Horton) and the March Hare (Charlie Ruggles) ask Alice a riddle at a tea party. Playing cards present the Queen of Hearts (May Robson), who says, "Off with her head." They play croquet; but her mallet is a swan, and the ball is a hamster. Griffin shows Alice a Mock Turtle (Cary Grant), who is sad because he is not real. The Mock Turtle sings "Beautiful Soup." The Red Queen (Edna May Oliver) shows Alice a chess board.
Alice meets Tweedledum (Jack Oakie) and Tweedledee (Roscoe Karns), and they recite "The Walrus and the Carpenter." Alice helps the White Queen, who becomes a sheep. Alice sees an egg become Humpty-Dumpty (W. C. Fields), who asks her questions and explains what words mean. Humpty-Dumpty falls and breaks. Alice runs into the White King. An old White Knight (Gary Cooper) uses a ladder to get on his horse. He keeps falling off but gives Alice directions. She rolls down a hill and is crowned. The Red Queen and the White Queen (Louise Fazenda) test Alice and fall asleep. Alice finds everyone at a banquet singing that she is queen. Fireworks sparkle, and the Red Queen chokes her as Alice awakens in her house with her cat.
Although the artistic masks limit the expressions of the fine cast, the witty madness of Lewis Carroll shines through in this much abbreviated rendition of his two major works Alice in Wonderland and Through the Looking Glass. Many of the characters and flights of fancy have become a part of the culture.