As the play opens in an English parlor, Alice's mother is busily preparing for a party later that day -- which, as she reminds Alice, is "just for grown-ups." Alice is impatient, wanting to experience and be a part of everything in a "grown up" world. Alice's older sister, Loreena, is reading a book to Alice, but much to Alice's disappointment, it is a "book with no pictures." As Loreena reads aloud a few sentences from the book, a hint of what's to come is revealed to the audience. Out of sight from Alice, Loreena and the Mother -- characters from Wonderland -- the White Rabbit, the Mad Hatter, and Wonderland Flowers -- quickly pop up and disappear, illustrating the "missing pictures" that Loreena describes as she reads aloud. The mother hurriedly exits as she instructs Loreena to set up the croquet set and Alice to set up the tea set. Alice is left alone, once again lamenting the "book without pictures," pondering, "where is the wonder in that?" (That's How You Get to Wonderland).

As the music transitions -- now brightly and up-tempo -- the White Rabbit scurries in -- befuddled and in a great hurry, exclaiming he is late! A startled Alice is quickly surprised by more Wonderland characters who assure her "there's a place bigger than the biggest of your dreams -- Wonderland!" Alice is puzzled and apprehensive, but very intrigued how she might be able to go to this magical place -- especially a place where she might be treated like a grown-up. Soon she follows each Wonderland character down the rabbit hole, taking the leap to leave her boring English childhood behind.

 Alice finds herself in a room with many doors of all shapes and sizes. The White Rabbit scurries in again, complaining he is late, and despite Alice's pleas to "wait," he quickly goes through a door, shuts it and it locks behind him. Alice, left alone, cannot get any of the doors to work and she is also either too big or too small to fit through many of them. (Curiouser and Curiouser). Wonderland characters pop in and out, offering their comments and advice, though unnoticed by Alice. Suddenly Alice notices a piece of cake with a note, "Take a bite," which she does, and begins to feel very odd. Then thirsty, she notices a cup of tea with a note, "Take a sip," which she does and much to her dismay she begins to shrink. But in doing so, she can now fit through a tiny door leading her to a beautiful and colorful Wonderland. (Now That I See Wonderland).

The beauty of Wonderland is quickly interrupted by (The Caucus Race) of Wonderland characters, led by Do-Do Bird who, amid all the chaos, explains to a confused Alice that the race is ordered every year by The Queen of Hearts -- though it accomplishes nothing. Alice is swept up in the flurry -- and once again a hurried White Rabbit enters joining in the race as well. As the race winds down, all are exhausted, especially the White Rabbit, who is fanning himself with a fan. He sheepishly admits to everyone that the fan actually belongs to the Queen of Hearts -- who is dreaded by all. He tries to quickly pass it off -- but all refuse -- except an innocent Alice who is left holding the fan. The Wonderland characters race to exit as quickly as possible upon hearing mention of the Queen. The kindly Mock Turtle enters in his very slow pace, late as always, this time having missing the Caucus Race. Alice asks him how she might find the Queen to return the fan to her. he advises Alice to "just look for the red roses." Still unsure of what direction to go, she is suddenly startled by a very large Cheshire Cat, cool and hip, (The Cheshire Cat), who asks Alice, "Who are you?"

Alice is surprised to meet yet another curious creature -- especially one with large grin who can partially disappear, leaving only his smile to be seen. The Cheshire Cat advises Alice that when the Queen of Hearts is around his grin "is turned upside down." Alice still innocently wishes to find her way to the Queen's court and the Cheshire Cat suggests that on her way she stop and see the Mad Hatter and the March Hare, who are always having tea, adding "Everyone in Wonderland is mad-mad-mad" -- including Alice! He vanishes and with a sudden burst of excitement, Tweedle Dee and Tweedle Dum enter to greet Alice. (I'm Tweedle Dee, I'm Tweedle Dum).

Tweedle Dee and Tweedle Dum, two silly and cartoonish Wonderland characters, are excited to let Alice know that whenever you can't remember the lyrics to any song -- just inset their names, Dee and Dum, for each musical note. They illustrated to Alice several musical styles and examples -- from a Dee and Dum rendition of the ABC's to a Dee and Dum version of Bizet's Carmen. With still no help in finding the Queen, Alice follows them off hoping they might lead the way.

The Two, Seven, and Five of Hearts are painting all the roses in the Kingdom red -- by order of the Queen of Hearts (Painting the Roses Red). They, too, dread her every whim and threat, especially her edict, "Off with their heads!" The Knave of Hearts enters to point out all their faults, since he is a "face card" and has superiority over them. The Knave observes the Five of Hearts is eating tarts -- and all suddenly realize they are actually the Queen's tart and are terrified of the consequences should she discover they are missing. The Knave offers to return what's left of the tarts to the Queen though it is clear he really just wants the tarts to himself. Alice -- spying red roses -- approaches them in hopes she is getting closer to the Queen's Court. They listen politely to her plight to return the Queen's fan, but clearly do not wish to be involved, and wearily shuffle off to paint the remaining "3,422 rosebushes." The Mock Turtle enters, late again, this time for painting the roses. Alice, still impatient to find her way to the Queen, is assured by the Mock Turtle that "all the mysteries will be revealed in time."

Suddenly the easy-going Caterpillar, sitting on a big mushroom, enters along with Wonderland Flowers and offers Alice advice about the "Queenie who can be a meanie" but is probably "not playing with a full deck." He is happily sipping a straw from a very large over-sized soda and, along with the flowers, tells Alice why he loves Wonderland where you can lay in the sun all day -- just hanging out and having fun (I'm a Caterpillar).

Alice is confused about everything that is happening to her in Wonderland, and he assures her, "Don't worry -- be happy." Once again the White Rabbit enters and quickly exits, with Alice still not able to get his attention. Though Alice asks to have a soda, too, the Caterpillar suggests "tea -- try down the road!" He is off,a long with the Wonderland Flowers, with his final advice to "just chill and live in the moment."

Alice stumbles upon a tea party, where the Mad Hatter, the March Hare and the Doormouse all announce to her, "No room!" though, as Alice points out to them, there is plenty of room at the table (It's Always Tea Time). As the four continually shift seats, sipping tea and toasting their teacups, Alice tries to make sense of this odd tea party and conversation. The Mad Hatter reads Alice's tea leaves and proclaims she is in for a "disastrous adventure," and curiously wonders if she plays croquet. As the party progresses, they are gradually joined by a large group of Wonderland characters celebrating "the tea party that never ends" with the clock forever stuck on six o'clock. In a parade-like fashion, all except, once again leaving Alice alone.

Alice joins the Mock Turtle, who is forlorn and crying to himself. Alice tries to console him as he laments the many reasons why is so misunderstood. (It May Take a While But You'll Get There). Though no one understands his leisurely pace, the Mock Turtle explains it is actually the key to truly enjoying and experiencing life. Most importantly, he advises Alice to not be in such a hurry to grow up. They are suddenly interrupted by a fanfare. The Queen is approaching, and the Mock Turtle warns Alice to "Hide!"

The Heart Cards enter, singing the praises of the Queen of Hearts, who triumphantly enters. (She's the Queen of Hearts). She is the center of attention -- vain and ready to declare "Off with their heads" to anyone who might offend her, including the King himself. The Queen announces that her beloved tarts have disappeared. She suddenly sees the Knave munching on the tarts and instructs the Mad Hatter to read "the accusation," and then orders the Knave's fate, "Off with his head!" The Queen, overcome with all the events, is about the faint and asks for her fan. Alice, pleased to help her, presents the fan to the Queen, who accuses Alice of stealing the fan and also orders her punishment, "Off with her head!" The Mock Turtle comes to Alice' defense, asking the Queen to at least allow Alice to have a trial, which briefly amuses the Queen. Ultimately the Mock Turtle suggests a competition where Alice may prove herself worthy of a royal pardon. The Queen declares a game of "sudden death" (Flamingo Croquet) where the first one who scores wins.

With flamingos as croquet mallets, the match begins. Though Alice clearly scores the first point, the Queen ignores it. Instead she takes a swing, misses, and instructs the King to place her ball through the wicket, declaring herself the winner. Filled with glee at her victory, the Queen shouts, "Off with all of their heads!" A madcap chase ensues with the King and the Heart Cards protecting Alice from the Queen's wrath. Suddenly the White Rabbit runs in, exclaiming he is still late! Alice is finally able to ask him why -- and he explains to an astonished Alice that all along he has been late -- to get her back up the rabbit hole and return her home. Together they escape the chaotic scene.

As the English parlor is revealed once again, the audience discovers that Alice has simply fallen asleep while reading her book, leaving them to believe that Alice has only dreamed of her adventure to Wonderland. The Mother enters and tells Alice that she has reconsidered and Alice can join the "grown-up party" after all. Alice declines -- explaining that she prefers to just stay in the parlor to read her book -- having been reminded just recently that there is plenty of time for growing up. As the Mother exits, a bit mystery still remains. Wondering if Wonderland did exist after all, she spies the Mad Hatter's hat on the parlor's hat rack -- and the Wonderland characters re-appear, re-assuring her it wasn't a dream after all. (That's How You Get to Wonderland - Reprise). She takes the Mad Hatter's hat, puts it on her head and smiles, and the curtain falls.