Troubled by a recurring dream featuring a host of strange creatures, nineteen-year-old Alice Kingsleigh (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 owns her father's trading firm. Meanwhile, Alice begins seeing a white rabbit in a waistcoat running through the gardens. Unsure of how to reply to Hamish Ascot's proposal, Alice runs away and begins chasing after the rabbit, which leads to her falling into a rabbit hole. The hole transports her to a world called Underland, more specifically a small room with many doors. The only unlocked exit is a small doorway, causing Alice to use a series of potions in the room to shrink, become large, and shrink once again in order to escape. Upon exiting she is welcomed by a crowd of inhabitants including Nivens McTwisp the White Rabbit (Michael Sheen), Mallymkun the Dormouse (Barbara Windsor), Uilleam the Dodo (Michael Gough), and Tweedledum and Tweedledee (Matt Lucas).

The group questions her identity as "the right Alice" and takes her to Absolem the Caterpillar (Alan Rickman), who consults a calendar like scroll known as the Oraculum, that details every day in Underland, eventually deciding she is "not hardly Alice," causing everyone believe that she is in fact "the wrong Alice." The calendar reveals that on the Frabjous Day, a hero named Alice will slay the Red Queen's guardian, the Jabberwocky, using the Vorpal Sword. The group is then ambushed by the Bandersnatch and a group of playing card soldiers lead by Ilosovic Stayne the Knave of Hearts (Crispin Glover), who captures the White Rabbit and the Dodo, along with the Tweedles who are carried away by the Jubjub bird. Alice is pursued by the Bandersnatch, but before it can attack, Mallymkun stops it by stabbing out and stealing it's eye, however it manages to scratch Alice's arm, leaving a wound.
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