Alice is very bored and sleepy while sitting with her older sister outside, until she sees a White Rabbit looking at his watch and talking to himself. She follows the Rabbit down a very deep rabbit hole and ends up far beneath the ground in a hall with a tiny locked door that leads to a beautiful garden. She eats and drinks things that make her change in size, but she is still unable to get through the door into the garden.

When she becomes huge, she cries in frustration and when she shrinks, she is small enough to swim around in a pool made of her own tears. In the pool, she encounters many creatures, including a Mouse. The creatures and Alice manage to get out of the pool and dry off, but Alice is soon left alone.

Alice finds the Rabbit's house and grows huge after drinking a strange liquid. She terrifies the rabbit and his neighbors and grows very small again after fanning herself. Alice then comes across a Caterpillar smoking a hookah. He irritates Alice and asks her to recite poetry, which she cannot do properly. The Caterpillar informs Alice that eating one side of the mushroom he is sitting on will make her larger but eating the other side will make her smaller. Alice is still trying to become the right size to get into the garden.

She comes to a house in the woods, where a Duchess, her ugly baby, her hostile Cook, and her Cheshire Cat reside. The kitchen is full of pepper and dishes which were hurled in anger. Alice tries to save the baby from this environment, but the baby soon turns into a pig, so she is forced to let it go. The Cheshire Cat appears, grins at Alice, and recommends that she visit the Mad Hatter or the March Hare. The Cheshire Cat vanishes and reappears suddenly. Finally, he disappears gradually so only his grin remains.