The show opens with Alice and her sister, Emily, in their room. Emily is reading, but Alice is bored and would rather be playing. When the Nanny calls the girls to tea, Alice begins to sing about how she wishes she could find a special place where she could do things like talk to animals. Nanny and Emily interupt her daydreaming with a dose of reality ("That's Just The Way It Goes").  When Emily leaves to help prepare the tea, she leaves her book on the chair and Alice starts to read it. Soon Alice is asleep, only to be awakened by the White Rabbit. After they introduce themselves, the Rabbit takes Alice with him through the mirror ("Wonderland / Corner Of The World").

In Wonderland, the White Rabbit hurries off, leaving Alice with the Caterpillar. After they are introduced, she asks how to find the Rabbit so she can go to tea. Soon the Cheshire Cat also appears and Alice gets caught in a game of confusing word play ("Questions And Riddles"). The Caterpillar exits without ever answering Alice's question, so  Alice turns to the Cat, who suggests she ask the Hatter or the Duchess. As the Cat sneaks away, the Duchess enters. She asks if Alice knows anything about babies, then hands her her baby pig. The Duchess and Alice play another word game until the White Rabbit appears again. He is on his way to play croquet with the Queen, but is upset at not being able to find his gloves. Alice shows him the gloves on his paws and he quickly exits, leaving her behind once again. Alice gives the baby pig back to the Duchess, who also scurries away.

The Mad Hatter and Dormouse enter with a table set for tea ("Tea Time").  When Alice approaches, they say there is no room at the table for her. Again an argument takes place about words and misunderstandings. The Knave of Hearts then enters frantically, looking for the Queen. He is relieved that she is not there. He explains that white roses were planted for her, but she only likes red roses, so the white roses had to be painted red. If she finds out, the Knave is sure to lose his head. Alice tries to console him, but everyone  in the scene assures her that the Queen only likes things that are red ("Red").

[If the show is done in TWO Acts, Intermission goes here.]

Just as Alice befriends the Knave and offers to help him, the Queen of Hearts enters, demanding to know who painted the white roses red. Everyone except Alice bows. The Queen asks her name and Alice replies with an introduction and a curtsy. The Queen asks Alice who the Knave is and when she isn't sure, the Queen orders her beheaded. When Queen realizes that Alice is only a child, she confronts the Knave. Seeing the partially painted rose in his hand, she orders him beheaded. Alice asks about tea ("Tea Time Reprise"), but the Queen wants to play croquet instead. She hands Alice a flamingo for her mallet and prepares to hit the Duchess' baby through a wicket like a ball. Alice stops her and the Duchess asks for her baby back.

The Queen orders everyone to have their heads chopped off, but is interrupted by the White Rabbit, who rushes in to announce that the Queen's tarts have been stolen. The Queen asks everyone if they did it and then accuses the Knave of Hearts. Alice tells her that he must have a trial first and everyone present reacts to the idea ("Order In The Court"). They call all the witnesses, with Alice being asked to testify last. Alice stops the trial when the Queen wants a verdict. The Queen orders Alice to have her head chopped off. As all the rest of the characters start chanting "off with her head", a chase ensues, and suddenly Alice is found back in her chair sleeping.

Emily comes into the room and wakes Alice for tea. Alice tells Emily about the White Rabbit. Emily tells her she must have been dreaming because rabbits don't talk and you can't walk through mirrors. Alice begins to think that maybe she was dreaming after all ("Wonderland Reprise").