Alice enters a park with her sister Mathilda, and they are quickly joined by a large group of Carrollers. While the Carrollers play, Alice explores and Mathilda reads from a history book ("Dodgsonland – Part 1"). Mathilda chastises Alice, who wonders aloud when she will find her purpose ("Dodgsonland – Part 2"). As Alice begins to fall asleep, the Cheshire Cat tells the audience of the wonders Alice will experience on her journey.
At the beckoning of the Cheshire Cat, the White Rabbit rushes by, lamenting that he is running late ("I'm Late"). Alice follows him to the edge of his rabbit hole and jumps in as the Mushrooms fall past her, offering advice ("Very Good Advice").
Alice lands in front of a very small door. The Doorknob suggests that Alice eat and drink magical items to change her size. In the midst of her growing and shrinking, she cries an ocean of tears and is able to swim through the keyhole into Wonderland. A boat carrying a Dodo Bird and a bunch of Sea Creatures rows past ("Ocean of Tears" / "Smallification 2"), and once they all wash ashore, the Dodo Bird initiates a caucus race so that everyone can dry off ("The Caucus Race").
The White Rabbit runs by again ("I'm Late – Reprise") and Alice tries to follow him, but runs into Tweedle Dee and Tweedle Dum. The Tweedles explain how to properly greet someone ("How D'Ye Do and Shake Hands"), but end up confusing everyone in the process. Alice sneaks away and finds the White Rabbit at his home and, after eating a magical cookie, ends up wearing his house as a dress.
After shrinking again, Alice comes upon the Buds, Rose, Lily, Petunia, Daisy, and Violet, the Flowers of the Golden Afternoon. Alice longs to join their club, but the Flowers cruelly turn her away ("The Golden Afternoon"). A wise Caterpillar who, before turning into Butterflies, comes upon a very sad Alice and encourages her to get in touch with her inner fabulousity ("Zip-A-Dee-Doo-Dah"). Afterwards, Alice meets the magical Cheshire Cat, who sends her off to a tea party.
When Alice arrives, the Mad Hatter, March Hare, and Party Guests are celebrating their unbirthdays ("The Unbirthday Song"). The White Rabbit runs by, still late ("I'm Late – Reprise 2"), and the Mad Hatter and March Hare try to fix his watch, with disastrous results.
Alice follows the White Rabbit into the Royal Rose Garden and runs into a strange sight — the royal Cardsmen are painting the roses red ("Painting the Roses Red"). The Queen of Hearts and King of Hearts appear, and the Queen chastises the Cardsmen ("Painting the Roses Red – Reprise"). When the Queen of Hearts notices Alice, she challenges her to a game of Simon Says ("Simon Says").
Alice, much to everyone's surprise, beats the Queen at her own game. The King proposes a trial for Alice as an alternative to an immediate beheading. Witnesses condemn Alice, including the Mad Hatter and March Hare, who make sure to wish the Queen a happy unbirthday ("The Unbirthday Song – Reprise").
At the last minute, the Caterpillar appears to remind Alice of her inner fabulousity and asks her to dig deep and answer: "Whooo are youuu?" Alice, pondering the question, realizes that who she really is... is Alice ("Whooo Are Youuu?"). Waking up back in the park, Alice excitedly relays this discovery to Mathilda and discovers the White Rabbit's watch in her pocket. Alice, Mathilda, and the Carrollers celebrate Alice's newfound identity ("Finale").