StoryTroubled by a recurring dream featuring strange creatures, nineteen-year-old Alice Kingsley (Mia Wasikowska) attends a party at a Victorian estate shortly after the death of her beloved father. She learns that the formal affair is actually an engagement party to eventually wed her into the Ascot family who now own her father's trading firm. Unsure of how to reply to Hamish Ascot's proposal, Alice runs away and follows the White Rabbit, Nivens McTwisp (Michael Sheen). She then falls down a rabbit hole into Underland, a bizarre world she previously visited as a child, although she has lost most memory of it and believes what she remembers to have been a dream. It is explained throughout the course of the film that Iracebeth, the Red Queen (Helena Bonham Carter), conquered Underland by stealing the ruling crown from her sister Mirana, the White Queen (Anne Hathaway), but Alice will slay the Red Queen's guardian, the Jabberwocky, on the Frabjous Day using the Vorpal Sword. However, a misunderstanding of words from Absolem the Caterpillar (Alan Rickman) makes everyone believe that she is "the wrong Alice". The forces of the Red Queen attack, and capture McTwisp, Uilleam the Dodo (Michael Gough), and Tweedledum and Tweedledee (Matt Lucas), whilst Alice escapes. The Knave of Hearts Ilosovic Stayne (Crispin Glover) informs the Red Queen of Alice's return; the Red Queen orders Alice's capture.
Alice is found by Chessur (Stephen Fry), a grinning cat, who leads her to Tarrant Hightopp, The Hatter (Johnny Depp), March Hare (Paul Whitehouse) and Mallymkun the Dormouse (Barbara Windsor). As Stayne searches for Alice, The Hatter flees toward the White Queen's castle with a shrunken Alice, but he is caught, with Alice narrowly escaping their notice. A bloodhound named Bayard (Timothy Spall), who was forced to work for the Red Queen due to his imprisoned family, aids Alice in sneaking into the Red Queen's castle to rescue The Hatter. McTwisp, now a page for the Red Queen, gives Alice some food which makes her grow to a large size, but she fools the Red Queen into believing she is "Um from Umbridge", and The Hatter is made the Red Queen's hat maker. Alice learns that the Vorpal Sword is hidden in the den of the Bandersnatch, whose eye was earlier removed by Mallymkun. Alice restores its eye, and it helps her escape from the castle with Bayard. Chessur saves the Hatter and Mallymkun from execution, and they lead all of the enslaved Underland creatures to flee the Red Queen's castle. Alice delivers the Vorpal Sword to the White Queen and returns to her normal size, but she remains unsure whether she can kill the Jabberwocky.
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Absolem, going into his pupa stage, reminds Alice of her past visit to Underland and gives her the courage and belief to fight the Jabberwocky. On the Frabjous Day, the forces of the White and Red Queens converge on a battlefield to decide the fate of Underland. The White Queen offers her sister a chance for peace one last time, but the Red Queen declines, summoning the Jabberwocky (Christopher Lee). Alice fights the Jabberwocky and is nearly killed but the Hatter distracts it, starting an all out brawl between the Red and White Queens' forces. The Hatter fights and overcomes Ilosovic as Alice beheads the Jabberwocky. Without the beast to instill fear, the Red Queen is deposed and banished with Stayne to the outlands forever. Alice returns home, where she refuses Hamish's proposal and becomes an apprentice for his father with the idea of beginning trade routes with China. The film ends with Alice sailing away on a ship with Absolem, now as a butterfly, fluttering off and away from her shoulder.
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