The Duchess is very happy to see Alice – her mood is quite changed from earlier – and she takes Alice’s arm to walk around the garden. Alice thinks to herself how she would act as a Duchess. She would feed her baby with sweet things instead, to make it sweet. The Duchess notices that Alice has stopped listening and tells her off. She adds that there is a moral to her comment, but she can’t remember it. The Duchess is fond of morals and goes on to name several. She is just the right height to rest her chin on Alice’s shoulder and speak into her ear, which bothers Alice exceedingly.
The Duchess is friendly so long as she thinks that Alice is listening to her, and nasty as soon as she thinks Alice isn't. She is not interested in Alice, just in having someone listen to her. Her insistence that everything has a moral—while being unable to remember any—makes it clear that her viewpoint about morals is ridiculous. In fact, Carroll uses the Duchess to mock those adults who are always moralizing to children, both for the way that they intrude on children's lives and into children's physical space, and also because the belief that life has a moral is patently untrue--as the craziness of Wonderland attests. It's worth noting that Victorian England, when Carroll wrote the novella, was known for its self-righteous moralizing.
The Duchess says that is weary of putting her arm around Alice’s waist because of her flamingo’s temper. Flamingoes bite, just like mustard, she says. Alice tells the Duchess that mustard isn’t a bird; it’s in fact a vegetable. The Duchess comes up with a very complicated moral for that lesson. The Duchess enjoys pleasing Alice and boasts about her powers of moralizing, until she suddenly trails off – the Queen has appeared before them, furious to see the Duchess with her head still on.
The exchange around mustard is further language play, as Alice confuses the Duchess's simile for an actual comparison. Alice, with her Victorian upbringing, has likely been taught that every story does have a moral, but the fact that the Duchess must cut off her boasting about her ability to moralize because she sees the Queen who wants to cut her head off for no good reason at all suggests that in fact there is no moral to life.
The Duchess runs off and they continue with the game, but there is so much cause for execution that the cards, which are needed to be the arches, are always disappearing to do the executing and quite soon, there are neither players nor arches left. The Queen asks Alice if she knows the Mock-Turtle (the thing Mock-Turtle soup is made from, she explains). Alice says she doesn’t, so the Queen takes her to see it. They meet a Gryphon on the way, a half-lion, half-eagle creature. The Queen leaves the Gryphon to guide Alice. The Gryphon seems very entertained by the Queen – he tells Alice that she never actually executes anybody.
The Queens love of violence, which is the foundation of her control, can easily get out of hand and transform the "civilized" activities into chaos. The Gryphon is the first character in Wonderland who is not terrified of the Queen. He is the first character who can see past the surface of things to the truth—in this case that the Queen's threats of violence never escalate to actual violence. His level of awareness about the world makes him a different kind of companion for Alice.
They find the Mock Turtle sitting on a rock, singing very sorrowfully. The Gryphon says that the Mock-Turtle isn’t really sad, it’s just his fancy, and announces Alice to him. She would like to hear his history. The Turtle says he will tell it, so they all sit down and wait. He is very slow to begin, but finally he begins by saying that he used to be a “real turtle”.
The Gryphon again sees past surface truths. Other characters in Wonderland (and Alice, probably) would hear the Mock-Turtle's sighs and think he is actually sad. The Gryphon knows that the Mock Turtle just enjoys seeming sad. At the same time, the Mock Turtle's story indicates that he is struggling with his identity just as Alice is. She has wondered if she was really still herself, just as the Mock Turtle now feels (or is) unreal.
This beginning is followed again by a long silence, filled only by the Mock Turtle’s sobbing and strange noises from the Gryphon. The Turtle continues eventually, telling them that at school, he was taught by an old Turtle whom they called Tortoise, because he “taught us”. Alice doesn’t see the logic here and the Turtle and Gryphon think she’s very simple. The Turtle goes on about his fine education. He one-ups the “extras” of music and French that Alice has learned at school by adding Washing to the list. He learned many other strange subjects, like Uglification, which the Gryphon explains for Alice, thinking she really is a simpleton.
The Mock-Turtle's boasts about his fine education parody how people often boast about their education: what great teachers they had, what amazing subjects they studied, how their school was better than other schools. Yet the touting of ridiculous "important" subjects like Washing and Uglification as being better than French and Music raises the question of what's so great about French and Music? Why not Spanish and Painting, or Japanese and Rugby? And yet the Gryphon and Mock Turtle believe that the critical classes are Washing and Uglification, and see Alice, because she did not study such things, as being dumb and unsophisticated. In other words, the value ascribed to these subjects is based on society's somewhat arbitrary decisions, but society treats them not as arbitrary but as absolute.
The Mock Turtle continues to list his classes and their masters. The Gryphon joins in – his Classics master was an old crab. The pair sighs to remember these old lessons. Alice asks how many lessons they had, and the Turtle replies that they had ten hours the first day and then of course they had fewer every day. Alice wonders about the twelfth day, but the Turtle is reluctant to explain and changes the subject.
These old school chums grow nostalgic for their ridiculous school. Meanwhile, more language confusion rears its head as "lesson" and "lessen" become confused. When Alice pokes holes in the Mock Turtle's story with her logic, the Mock Turtle cannot respond and instead evades.