This star-laden version of Lewis Carroll's novel combines elements of both the title novel and Carroll's sequel, THROUGH THE LOOKING GLASS. In England of the 19th century, young Alice finds that the mirror over the library fireplace opens into a strange world. She has odd adventures and changes size several times both before and after she follows a time-obsessed White Rabbit (Skeets Gallagher). Soaked after nearly drowning in a pool of tears, Alice is helped to dry off by a Dodo (Polly Moran), and encounters a caterpillar (Ned Sparks), whose mushroom also changes Alice's size. In a noisy home where the Cook (Lillian Harmer) and the Duchess (Alison Skipworth) are always fighting, Alice takes care of the Duchess' baby, but it turns into a pig and runs away. Asking directions of the Cheshire Cat (Richard Arlen) is no help, and a tea party with the Mad Hatter (Edward Everett Horton), the March Hare (Charlie Ruggles) and the Dormouse (Jackie Searl) is confusing and annoying.
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