Due to stage fright after she is expected to sing at a party, Alice (Tina Majorino) runs away. She sees a White Rabbit (Richard Coombs) the size of a man and follows him, resulting in her falling into a hole and landing in Wonderland. In Wonderland she meets a variety of strange characters such as Major Caterpillar (Ben Kingsley), the Duchess (Elizabeth Spriggs), the Cheshire Cat (Whoopi Goldberg), and the Mad Hatter (Martin Short). Eventually, she meets the Queen (Miranda Richardson) who has Alice play croquet with her using flamingos and hedgehogs. Afterwards, Alice is required to serve as a witness when the Knave of Hearts (Jason Flemyng) is accused of stealing the Queen's jam tarts, and it is up to Alice to decide his fate.