Walt Disney first attempted unsuccessfully to adapt Alice into an animated feature film during the 1930s. However, he finally revived the idea in the 1940s. The film was originally intended to be a live-action/animated film, however, Disney decides making it an all-animated feature in 1946. The theme song of the same name has since become a jazz standard. While the film was critically panned on its initial release, the movie proved to be ahead of its time and has since been regarded as one of Disney's greatest animated classics, notably one of the biggest cult classics in the animation medium, as well as one of the best film adaptations of Alice.
On a golden spring day at the bank of a tranquil river, a young 12-year-old girl named Alice grows bored listening to her older 19-year-old sister read aloud from a history book of William I of England. When her sister chastises Alice's daydreaming, Alice tells her kitten Dinah that she can live in a nonsensical magical land called Wonderland. While daydreaming, Alice spots a waistcoat-wearing White Rabbit passing by, exclaiming that he is "late for an important date". Alice gives chase and follows him into a rabbit hole, and falls into a large furnished hole. Her dress catches her fall like a parachute and she floats gently down. She sees the White Rabbit disappear into a tiny door and tries to follow, but the door's talking knob advises her to alter her size using a mysterious bottle marked "Drink Me." The contents shrink her to a fraction of her normal size, but the door is locked and the key is out of reach. She then takes a bite of a cookie that says “Eat Me” and grows large enough to fill the entire room. She begins to weep large tears that flood the room. The doorknob then tells Alice to drink from the bottle again, which causes her to shrink once more. Alice falls into the bottle and passes through the door's keyhole and into Wonderland. She meets several strange characters including the Dodo and Tweedledee and Tweedledum who recount the tale of "The Walrus and the Carpenter".
Alice eventually finds the White Rabbit in his house; she is sent to fetch some gloves after being mistaken for his housemaid. She eats a cookie and grows into a giant again, getting stuck in the Rabbit's house. She tries to pull herself out, but is too big. The White Rabbit, the Dodo, and chimney sweep Bill the Lizard believe Alice to be a monster and plot to burn the house down, but Alice escapes by eating a carrot and shrinking down to the size of an insect. She meets a garden of talking flowers who initially welcome her with a song, but then chase her away when an iris accuses her of being a weed. Alice is then instructed by a hookah-smoking Caterpillar to eat a part of his mushroom so she can grow back to her original size. Alice decides to keep the remaining pieces of the mushroom on hand.
Alice meets the Cheshire Cat who advises her to visit the Mad Hatter, March Hare and the Dormouse. The three are hosting a mad tea party and celebrate Alice's "unbirthday". The White Rabbit appears, but the Mad Hatter and the March Hare destroy his pocketwatch and throw him out of the party. Fed up with all the nonsense, Alice abandons her pursuit of the White Rabbit and decides to go home, but gets lost in the Tulgey Wood. Fearing she is lost forever, Alice breaks down into tears. The Cheshire Cat appears again and leads Alice into a giant hedge maze ruled by the tyrannical Queen of Hearts and her meek husband, the King of Hearts. The Queen orders the beheading of anyone who enrages her, and invites Alice to a bizarre croquet match using flamingoes and hedgehogs as the equipment.
The Cheshire Cat appears again and pulls a trick on the Queen, which she accuses Alice of doing. Alice is put on trial and unfairly judged. She then remembers she still has the remains of the Caterpillar's mushroom and consumes both. Quickly growing to a gigantic size, Alice feels free to speak her mind and openly insults the Queen. However, she shrinks back to her normal size just as rapidly. Enraged, the Queen orders her execution. Alice flees and becomes pursued by most of Wonderland's characters until she finally reunites with the Doorknob.
Alice begs to be let through the door. The Doorknob then tells her she is having a dream, forcing Alice to wake herself up just in time. Now realizing that logic and reason exist for a purpose, Alice walks home with her sister and Dinah for tea.
- Kathryn Beaumont as Alice
- Ed Wynn as Mad Hatter
- Jerry Colonna as March Hare
- Richard Haydn as Caterpillar
- Sterling Holloway as Cheshire Cat
- Verna Felton as Queen of Hearts
- J. Pat O'Malley as Tweedledum and Tweedledee/The Walrus and the Carpenter
- Bill Thompson as White Rabbit/The Dodo
- Heather Angel as Alice's sister
- Joseph Kearns as Doorknob
- Larry Grey as Bill the Lizard
- Queenie Leonard as A Bird in a Tree
- Dink Trout as King of Hearts
- Doris Lloyd as The Rose
- Jimmy MacDonald as The Dormouse
- The Mellomen (Thurl Ravenscroft, Bill Lee, Max Smith, and Bob Hamlin) as Card Painters
- Don Barclay as Other Cards
- Lucille Bliss (uncredited) as Flowers
- Pinto Colvig (uncredited) as Flamingos
- Larry Grey as (uncredited) Card Painter
- Queenie Leonard as (uncredited) Snooty Flower
- Tommy Luske (uncredited) as Young Pansy
- Clarence Nash (uncredited) as Dinah
- Marni Nixon (uncredited) as Singing Flowers
- J. Pat O'Malley (uncredited) as Mother Oyster
- Norma Zimmer (uncredited) as White Rose