Alice sits in her armchair at home, drowsily watching her pet kitten, Kitty, as she unravels a ball of string. She snatches Kitty up and begins telling her about “Looking-Glass House,” an imaginary world on the other side of the mirror where everything is backward. Alice suddenly finds herself on the mantelpiece and steps through the mirror into Looking-Glass House. On the other side of the mirror, Alice discovers a room similar to her own but with several strange differences. The chessmen stand in the fireplace in pairs, oblivious to Alice’s presence. She comes to the aid of the White Queen’s daughter, Lily, but realizes that the chess pieces cannot see her. Alice becomes distracted by a book on the shelf, in which she reads a nonsensical poem entitled “Jabberwocky.” Frustrated by the strange poem, she sets off to explore the rest of the house.

Alice leaves the house and spots a beautiful garden in the distance, but every time she tries to follow the path to the garden she finds herself back at the door to the house. Confused, she wonders aloud how to get to the garden, and to her surprise a Tiger-lily responds. Other flowers join in the conversation, and several of them start to insult Alice. Alice learns from the flowers that the Red Queen is nearby, and Alice sets off to meet her. Alice meets the Red Queen, and the two engage in conversation, but the Red Queen constantly corrects Alice’s etiquette. Alice looks out over a field, sees a great game of chess in progress, and tells the Red Queen that she would like to join. The Red Queen tells Alice she can stand in as a White Pawn and marks a course for Alice, explaining that when she reaches the end of the game, Alice will become a Queen.

Alice inexplicably finds herself on a train with a Goat, a Beetle, and a man dressed in white paper. They each nag Alice until the train eventually lurches to a halt. Alice finds herself in a forest, conversing with a chicken sized Gnat, who tells her about the different insects of Looking-Glass World. After learning the names of the insects, Alice sets off again and discovers that she has forgotten the names of things, even her own name. She comes across a Fawn, who has also forgotten the names of things, and the two press on through the forest.

When Alice and the Fawn emerge from the forest, their memories of names come back, and the Fawn runs away in fear of Alice. Alice soldiers on alone until she meets Tweedledum and Tweedledee, an identical pair of heavyset men. The twins ignore Alice’s repeated requests for directions and recite a poem instead. Tweedledum and Tweedledee notice the Red King sleeping nearby and explain to Alice that she exists only as a figment of the Red King’s dream. Upset at first, Alice decides that the two of them speak nonsense. A fight spontaneously erupts between Tweedledum and Tweedledee over a broken rattle. A giant crow swoops down and interrupts the fight, sending Tweedledum and Tweedledee running.

Alice slips away and encounters the White Queen, who explains that time moves backward in Looking-Glass World. As they speak, the White Queen plasters her finger, then screams in pain, and finally pricks her finger on a brooch. After explaining to Alice that she used to practice the impossible daily, she transforms into a sheep in a shop. The Sheep asks a disoriented Alice what she would like to buy. Though the shop is full of curious things, Alice finds that she cannot fix her eye on any one thing. The Sheep asks Alice if she knows how to row. Before she knows it, Alice finds herself in a boat with the Sheep, rowing down a stream. The boat crashes into something and sends Alice tumbling to the ground. When she stands she finds herself back in the shop. She purchases an egg from the Sheep, who places the egg on a shelf. Alice reaches for the egg and finds herself back in the forest, where the egg has transformed into Humpty Dumpty.

Humpty Dumpty sits on a wall and criticizes Alice for having a name that doesn’t mean anything, explaining that all names should mean something. Humpty Dumpty treats Alice rudely, boasting that he can change the meanings of words at will. When Alice learns this, she asks Humpty Dumpty to explain the words of the nonsense poem “Jabberwocky” to her. He defines the words of the first stanza and then recites a portion of his own poem. He abruptly bids her goodbye, and Alice storms off, annoyed. All of a sudden, a loud crash shakes the forest and she watches soldiers and horsemen run by.

Alice comes across the White King, who explains to her that he has sent all of his horses and men, presumably to put the shattered Humpty Dumpty back together again. The King’s messenger Haigha approaches and informs them that the Lion and the Unicorn are doing battle in the town. Alice sets off with her new companions toward the town to watch the battle. They catch up with another of the King’s messengers, Hatta, who explains the events of the fight thus far. The Lion and Unicorn stop battling and the White King calls for refreshments to be served. The White King tells Alice to cut the cake, but she finds that every time she slices the cake the pieces fuse back together. The Unicorn instructs Alice that Looking-glass cakes must be passed around first before they are sliced. Alice distributes the cake, but before they begin eating, a great noise interrupts, and when Alice looks up, she finds herself alone again.

The Red Knight gallops up to Alice and takes her as a prisoner. The White Knight arrives at Alice’s side and vanquishes the Red Knight. Alice and the White Knight walk and talk together, and Alice finds a friend in the eccentric chessman. He promises to bring her safely to the last square where she will become a queen. As they walk, he tells her about all of his inventions before sending her off with a song. She crosses the final brook and finds herself sitting on the bank with a crown on her head.

Alice finds herself in the company of the Red Queen and the White Queen, who question her relentlessly before falling asleep in her lap. The sound of their snoring resembles music. The sound is so distracting that Alice doesn’t notice when the two queens disappear. Alice discovers a castle with a huge door marked “QUEEN ALICE.” Alice goes through the door and finds a huge banquet in her honor. She sits and begins eating, but the party quickly devolves into total chaos. Overwhelmed, Alice pulls away the tablecloth and grabs the Red Queen.

Alice wakes up from her dream to find herself holding Kitty. She wonders aloud whether or not her adventures where her own dream or the dream of the Red King.