In Care-a-lot, the Care Bears are visited by the White Rabbit, the uncle of Swift Heart Rabbit. The White Rabbit gives the Care Bears the task of finding the missing Princess of Heart, who is to be crowned queen in Wonderland, otherwise the villainous Wizard of Wonderland will gain the throne. Tenderheart, Grumpy, Good Luck, Brave Heart, Lotsa Heart, Swift Heart and the White Rabbit search all over the world for the Princess, but to no avail. Grumpy is pointed to a girl who resembles the Princess, Alice. The Care Bears decide that Alice could act as the Princess until the real one is found. The group is separated by the power of the Wizard, forcing Grumpy, Swift Heart and the White Rabbit to use a rabbit hole to reach Wonderland.
In Wonderland, Tenderheart's group gain directions to Heart Palace from Officer Caterpillar. The Wizard sends his minions Dim and Dum to capture Alice using large battle robots, but the Care Bears defeat them with a Care Bear Stare. Grumpy's group reunite with the others, as the Cheshire Cat appears, portrayed as a rap artist. The Cheshire Cat splits the group of two, directing Tenderheart, Lotsa Heart, Alice and the White Rabbit to Heart Palace, and Brave Heart, Grumpy, Good Luck and Swift Heart to look for the Mad Hatter, who knows where the Princess is. The Wizard captures Alice briefly and explains to her that when he rules he will make Wonderland less insane and more controlled. Alice flees and runs into the Queen of Hearts' throne room, where the Queen accepts Alice as her daughter whilst knowing she is not. Brave Heart's group locate the Mad Hatter who takes them to the lair of the Jabberwocky, where the Princess is. Grumpy rescues the princess, but the Jabberwocky gets a thorn in his foot which is removed by the Care Bears. In gratitude, the Jabberwocky (or "Stan" as he prefers to be called) decides to help them back to Heart Palace.
As the Princess' coronation day arrives, the Wizard decides to expose Alice's identity to the court via the Princess Test, to prove that she is not the princess. Alice climbs a mountain to retrieve some water from a spring, aided secretly by Tenderheart and Lotsa Heart; however, Alice gives the water to an injured unicorn. Angered by this, the Wizard demands that Alice make the flowers in the palace garden bloom magically. The princess secretly steps in and makes the flowers bloom. The Wizard, who had not been anticipating the Princess' return, suddenly exclaims he had her kidnapped, exposing his crime. The Care Bears, Alice, and the Wonderland characters confront the Wizard but the appearance of the Jabberwocky drives the villain insane, and he is arrested. The princess is crowned the new queen, and she helps Alice and the Care Bears return home. At Care-A-Lot, Grumpy raps with the Cheshire Cat who joins the Care Bears for dinner as the film ends.
|Bob Dermer||Grumpy Bear|
|Eva Almos||Swift Heart Rabbit|
|Dan Hennessey||Brave Heart Lion / Dum|
|Jim Henshaw||Tender Heart Bear|
|Marla Lukofsky||Good Luck Bear|
|Luba Goy||Lots-a-Heart Elephant|
|Keith Knight||White Rabbit|
|John Stocker||Dim / Cheshire Cat|
|Elizabeth Hanna||Queen of Wonderland|
|Keith Hampshire||Mad Hatter / Jabberwocky ("Stan")|
|Alyson Court||Princess of Wonderland|