- Directors: Clyde Geronimi, Wilfred Jackson, Hamilton Luske
- Producers: Walt Disney
- Writers: Winston Hibler, Ted Sears, Bill Peet, Erdman Penner, Joe Rinaldi, Milt Banta, William Cottrell, Dick Kelsey, Joe Grant, Dick Huemer, Del Connell, Tom Oreb, John Walbridge
- Genres: Animation, Adventure, Family, Fantasy, Musical
- Actors: Kathryn Beaumont, Ed Wynn, Richard Haydn, Sterling Holloway, Jerry Colonna, Verna Felton, J Pat O Malley, Bill Thompson, Heather Angel, Joseph Kearns, Larry Grey, Queenie Leonard, Dink Trout, Doris Lloyd, James MacDonald, The Mellomen, Don Barclay
On the bank of a tranquil river, Alice grows bored listening to her sister read aloud from a history book about William I of England. Alice sees a White Rabbit wearing a waistcoat and carrying a large pocket watch. She follows him and tumbles down a rabbit hole. At the bottom, she follows the Rabbit into a large chamber but he escapes through a tiny door. The Doorknob suggests Alice drink from a bottle marked “Drink me.” The contents shrink her to a tiny fraction of her original size. The door is locked, and the key appears on the table, which she can not reach. The Doorknob directs her to a cookie marked “Eat me.” The cookie makes her grow so large that her head hits the ceiling. She begins to cry; her massive tears flood the room. The Doorknob points out that the “Drink me” bottle still has some fluid left inside, so she finishes the last drop. She becomes so small that she drops inside the bottle. Both she and the bottle drift through the doorknob’s keyhole mouth and out to a sea made from Alice’s tears.
On shore, a Dodo bird leads a group of animals in a futile caucus-race to get dry. Alice meets Tweedledum and Tweedledee, two fat brothers who recite “The Walrus and the Carpenter”. Alice sneaks away to the White Rabbit’s house. The Rabbit orders Alice to fetch his gloves. Inside the house, Alice eats a cookie. She becomes so large that she gets stuck inside the house. The Dodo tries to help by sending Bill the Lizard down the chimney and then setting the house on fire. Alice eats a carrot from the garden and shrinks down to three inches high.
Coming back to the Doorknob, Alice is told by him that he is still locked, but that she is already on the other side. Looking through the keyhole, Alice sees herself asleep in the park. As the mob draws nearer, she calls, “Alice, wake up!” to her sleeping self until she gradually awakens from the dream to the sound of her sister’s voice. The two of them return home for teatime while Alice muses on her adventures in Wonderland, realizing that perhaps logic and reason exist for a purpose.