Alice Hamilton is a judo sensei living with her mother Carol. Her father disappeared when she was ten, and she has spent much of her life looking for him. She invites her new boyfriend Jack Chase to dinner, but is shocked when he gives her a valuable-looking ring as a gift. Jack abruptly leaves, Alice following only to witness Jack being abducted by several men. A man, the White Rabbit, steals Alice's ring and runs away, Alice chasing him but falls through a giant looking glass and lands in Wonderland, which has evolved over the past 150 years. The Queen of Hearts rules over Wonderland from the Heart Casino, where people from Alice's world are taken to, sedated and play games in the casino, their positive emotions drained from them and turned into drug-like substances for the people of Wonderland to digest, keeping them under the Queen's control.
Alice escapes her own capture, regaining the ring. Identified as an "Oyster" by the tattoo she gains, Alice is taken to the Hatter, a member of the resistance seeking to free the Oysters from the Queen's control. The Hatter takes Alice to ask Dodo to help save Jack, but Dodo refuses, until the Hatter reveals the ring Alice wears, which Dodo recognizes as the Stone of Wonderland, able to open the Looking Glass back to the human world. Alice flees when Dodo tries to kill her, the Hatter accompanying her to the forest where they escape a jabberwock and meet Charlie, a surviving White Knight, who fled a battle years ago where Wonderland's knights were wiped out by the Queen. The Queen has the White Rabbit executed, and has the Walrus and Carpenter revive Mad March, her favorite assassin to track Alice.
Alice deliberately allows Mad March to capture her, so she can negotiate with the Queen to free Jack in return for the ring, which Alice has hidden. Jack appears, revealed as the Queen's son and to already be engaged to the Duchess. However, Jack passes Alice her father's watch, implying he is alive and in Wonderland. Alice is put in the Truth Room, where Tweedledum and Tweedledee interrogate her to learn the ring's location, but she is freed by the Hatter and Charlie, the trio escaping back to the forests, whilst Jack also escapes after he stole the ring from his mother beforehand. Jack approaches Alice, revealing he is a member of the resistance. Trusting him, Alice retrieves the ring, and accompanies Jack to meet Caterpillar, leader of the resistance who reveals that Alice's father is Carpenter, but he has no memory of her. Just as the Carpenter shows signs of regaining memories, Mad March and his minions arrive, capturing Alice and Jack whilst Caterpillar escapes.
Reunited with her ring, the Queen decides to send Alice home and execute Jack. The Hatter stages a rescue with Charlie but is captured by Mad March after Charlie loses his courage and flees. Charlie, after feeling guilty for deserting the Hatter, uses the skeletons of the extinct White Knights as a distraction to trick the Hearts into believing they are under attack. After being tortured by Dr. Dum and Dee, Hatter kills Mad March and escapes. Alice escapes again, joining up with the Hatter to snap the Oysters out of their sedations and rally them to escape. Carpenter appears, having regained his memories, but is killed by Walrus. The Oysters' unpleasant emotions run high, causing the casino to start collapsing. Alice, the Hatter, Jack, the Duchess and the Queen escape but Winston, the loyal King of Hearts willingly perishes knowing his wife never loved him. With her followers no longer listening to or fearing her, the powerless Queen surrenders the Stone of Wonderland to Alice. Alice returns home, learning her experience may have been a dream when she awakens in hospital to find she had been found unconscious an hour after chasing Jack. However, the next day she discovers the "construction worker" who found her was the Hatter. The two share a passionate kiss in front of a looking glass, as Carol stares in shock.
- Caterina Scorsone as Alice Hamilton
- Kathy Bates as Queen of Hearts
- Andrew-Lee Potts as Hatter/David
- Tim Curry as Dodo
- Colm Meaney as King of Hearts
- Philip Winchester as Jack of Hearts
- Matt Frewer as Charlie the White Knight
- Timothy Webber as Robert Hamilton/Carpenter
- Eugene Lipinski as Doctors Dee and Dum
- Alek Diakun as Ratcatcher
- Harry Dean Stanton as Caterpillar
- Alessandro Juliani as Nine of Clubs
- Zak Santiago as Ten of Clubs
- Charlotte Sullivan as Duchess
- Teryl Rothery as Carol Hamilton
- Nancy Robertson as Dormouse
- Alan Gray as the White Rabbit
- Natasha Calis as Looking Glass Girl
- Andrew Lee Potts auditioned for the part of Hatter via videotape. He learned how to ride horses and do hat tricks for the mini-series and liked to improvise his lines. This was not his first foray into Wonderland, however. At age 10, he played the part of a crow in a production of "Alice: the Musical" at the Edinburgh Festival.
- In the final scene, if you look very carefully, you can see that Hatter has his trademark hat (black, this time) in his hand.