One cold November day, Alice lounges in the sitting room and plays with her black kitten, Kitty, while the mother cat Dinah cleans the white kitten, Snowdrop. Kitty is mischievous and plays with Alice's ball of yarn, unwinding it, so Alice scolds the kitten for this and for several other crimes. Alice threatens to send Kitty to Looking-glass House, which is the house she can see through the mirror above the mantel. Excitedly, Alice crawls through the mirror and looks around. She sees tiny living chessmen on the hearth, but the pieces don't seem to see Alice. The White Queen yells for her baby daughter, Lily, who's up on a table, so Alice picks the queen up to help her. This shocks the queen. Alice lifts the White King up too. Alice looks around and flips through a book. She realizes that the text isn't in a foreign language—since this is Looking-glass World, the text is backwards. She holds the book up to a mirror and is able to read a poem titled "Jabberwocky." Alice thinks it sounds pretty, but she can't make out what it's about. Realizing that she needs to get on with her exploration, Alice heads outside.
Alice sees a hill in the garden and decides to climb it so she can look around. No matter how hard Alice tries, the paths take her back to the house instead of to the hill. Talking flowers, a Tiger-lily and a Rose, stop Alice. The Rose tells Alice that the tree in the garden protects them with its bark by saying "bough-wough." Alice catches sight of the Red Queen in the distance. She's now taller than Alice. Alice decides to go speak to her and ignores the Rose when she suggests that Alice head in the opposite direction. Alice ends up at the house again and, frustrated, decides to head for the house. She finds herself on the hill in front of the Red Queen in a moment.
The queen imperiously asks Alice what she's doing here and gives her directions on how to properly carry herself. She insists that the hill is a valley, confusing Alice. Alice looks around and sees that the surrounding land looks like a chessboard, with brooks dividing the squares. Alice asks if she can play and says that she'd love to be a queen. The Red Queen allows Alice to join them as a pawn and says that when she gets to the Eighth Square, Alice can be a queen. Without warning, the Red Queen drags Alice along as they run. Alice is out of breath and confused—they're not going anywhere. The Red Queen insists that this is normal; a person must run if they wish to stay still. When Alice complains of thirst, the queen offers her a biscuit. It's extremely dry, but Alice takes it to be polite. Then, the queen tells Alice how to move across the board and disappears.
To get her bearings, Alice looks around and tries to identify major rivers or mountains. She runs down the hill and jumps over the first brook. She finds herself in a train car populated with animals. The Guard asks everyone for their tickets. Alice is the only one without a ticket and all the other passengers chide her for this. The Guard disappears and Alice hears an insect's voice in her ear. It quietly suggests jokes that she could make as the train leaps over a brook. Alice and the Gnat find themselves under a tree. The Gnat is the size of a chicken. They discuss different insects and their names, and the Gnat suggests that there's no purpose in having a name if an insect doesn't answer to it. It says that it'd be convenient if Alice lost her name, as her governess wouldn't be able to call her for lessons. The Gnat makes one final joke but disappears when Alice points out that the joke was terrible. Alice moves on and comes to a wood in which individuals forget all names. A Fawn appears and helps Alice through the wood. On the other side, the Fawn remembers its name and that it's supposed to be scared of humans, so it leaps away in fear. Alice cries of loneliness.
Alice finally reaches the identical men Tweedledum and Tweedledee. She remembers an old song about brothers named Tweedledum and Tweedledee. Alice asks how to get through the wood, but the brothers ignore her. They each extend a hand to shake and, not wanting to offend either of them, Alice takes both of their hands at the same time. They dance in a circle and then Tweedledee decides to recite the poem "The Walrus and the Carpenter." He ignores Alice's request for directions. The poem is about the titular characters tricking oysters so they can eat them, and when Tweedledee finishes, Alice tries to figure out which character was the better person. She hears a loud noise. Tweedledee leads her to the sleeping Red King and says that Alice isn't real; she's a character in the Red King's dream. This makes Alice cry, but she consoles herself by insisting that this is all nonsense. She makes a final plea for directions, but the brothers decide that they must fight over a broken rattle. They make Alice help them strap on their "armor"—linens and pillows—but before they can fight, a huge crow flies over and sends them running for cover.
The disheveled White Queen runs toward Alice in pursuit of her shawl. Alice helps the queen fix her hair and the shawl, so the queen offers to hire Alice as a maid. Alice refuses, as she's not interested in the compensation—jam every other day—but the queen insists that Alice would never get the jam anyway, as today isn't every other day. Alice is even more confused when the queen tells her about remembering in both directions. To demonstrate how it works, the queen screams in pain before pricking her finger on a brooch. Alice follows the queen over a brook and then finds herself in a dark shop with a knitting Sheep. Alice tries to look at the things in the shop, but if she looks directly at something, she can't see it. The Sheep hands Alice a pair of knitting needles and Alice finds herself in a boat with the Sheep. The Sheep inexplicably yells "feather," but Alice doesn't know how to respond. Alice stops to gather beautiful rushes, but she doesn't notice that the rushes wilt as soon as she stows them in the boat. Suddenly, Alice and the Sheep are back in the shop and Alice agrees to buy an egg. The Sheep sets the egg down and Alice walks toward it, but it seems to get further and further away.
The egg turns into Humpty Dumpty. Humpty Dumpty is offended by everything Alice says, so Alice quietly recites the nursery rhyme "Humpty Dumpty" to herself. When Alice introduces herself to Humpty Dumpty, he insists that her name is stupid—it doesn't tell him anything about what shape Alice is. They discuss Alice's age and Humpty Dumpty insists that Alice should've stopped growing at age seven instead of allowing herself to reach seven and a half. Not wanting to argue, Alice compliments Humpty Dumpty's belt. He snarls that it's a cravat and was an un-birthday present. He tells Alice that un-birthday presents are better than birthday presents, as a person has more un-birthdays than birthdays. He declares that this is "glory," which he says means "a knock-down argument." Alice is perplexed, but Humpty Dumpty says that words mean whatever he wants them to mean. Alice asks Humpty Dumpty to help her decode "Jabberwocky." He gets through the first verse and then forces Alice to listen to a poem he wrote just for her. It's about fish and it ends abruptly.
Alice travels on, hears a crash, and sees lots of knights and horses running through the forest. The knights can't stay on their horses. She comes upon the White King, who explains that he sent all his horses and men except for two to help Humpty Dumpty. They see one of the king's messengers, Haigha, coming up the road. Alice happily plays a game with herself in which she lists silly things about Haigha that all start with H, and the king joins in. To her delight, when Haigha reaches the king, he pulls the foodstuffs out of his bag that Alice mentioned in her game. Haigha shares that the Lion and the Unicorn are fighting in the next town for the White King's crown, though the king assures Alice that the winner won't get his crown. Alice remembers a song about a fighting lion and a unicorn and the brown and white bread that stopped the fight. She follows the king and Haigha. They join the other messenger, Hatta, and the creatures' fight stops. The Unicorn is shocked to see Alice, as he thought children were just fabulous monsters. He shouts for the plum cake as the Lion joins the group. The Lion tasks Alice with cutting the cake, but she can't cut it. The Unicorn tells Alice to pass the cake around and then cut it. It separates into three pieces. Loud drums start up and Alice leaps over a brook to escape the noise.
When things are quiet again, a Red Knight rides up to take Alice prisoner. The White Knight appears, fights the Red Knight, and wins the battle—even though they both fall off many times. The White Knight offers to escort Alice to the Eighth Square. As they walk, the knight falls off many times and they talk about his love of inventing. His inventions, however, are convoluted and don't work very well. At the edge of the square, he tells her a poem about meeting a man sitting on a gate and then rides off. Alice steps over the brook and realizes that there's a big crown on her head.
Alice is thrilled to be a queen. She practices walking in the crown but finds it difficult. The Red Queen and the White Queen appear out of nowhere, scold Alice, and then invite each other to Alice's dinner party. Alice is perplexed and suggests that if it's her dinner party, then she should invite people, but the queens tell her that her manners need work. They begin to give Alice riddles, but Alice thinks that the riddles are nonsense. When the White Queen begins to yawn, the Red Queen tells Alice to sing the queen a lullaby. Both queens fall asleep. Their snoring turns into a song and Alice finds herself in front of a doorway that reads "Queen Alice." She can't figure out how to get inside, as there are no bells marked as being for her.
A creature tells Alice that they're not letting anyone else in, and an old Frog tells Alice to stop pestering the door. The door flies open and Alice steps in and takes a seat between the two queens. Seeing everyone in attendance, Alice is happy that the queens invited people—she wouldn't have known who to invite. A waiter brings out a Mutton, introduces it to Alice, and then takes it away. The Red Queen explains that Alice can't eat food that's been introduced to her. A waiter brings out a Pudding next and Alice cuts into it after being introduced. The Pudding scolds Alice and the Red Queen tells Alice to make a speech. Alice complies and says that most of the poetry she's heard today has been about fish and asks why that's the case. The White Queen recites a riddle about fish in reply but as Alice ponders the riddle, the queens lift her up to make another speech. Things begin to change rapidly: table settings turn into birds and guests greedily guzzle food. Alice sees the Red Queen's face in the soup tureen and then sees the queen on the floor and she’s the size of a doll. She begins to shake the queen. She wakes up and realizes that she's holding Kitty. Alice happily recounts her dream to her cats, suggests that Snowdrop became the White Queen and Kitty became the Red Queen, and wonders if the dream was her own dream or if she really was in the Red King's dream.
