The twins Tweedledee and Tweedledum were cast with Eydie Gormé and Steven Lawrence, who were performing at Harrah's Reno Casino. The duo flew, after their midnight casino engagement, to Los Angeles, reporting at 6:00 a.m. to the MGM Studio rehearsal room, joining the choreographer to learn their dance routine. Dressed in identical matching "mouse grey" colored top and bottom velour fabric sweats and sport sneakers, Gorme and Lawrence, their identical natural short close clip naturally curly salt and pepper grey hair, actually looked like a pair of twins; the same height, and body shapes in their velour grey sweats! Entering the stage set area where a forest dell had been set up, Gorme and Lawrence examined their performance area. Irwin Allen was standing with the Production Designer in conversation, as he observed his stars entering their production area. As Gorme and Lawrence walked over to greet Allen, he hastily asked, "Which one is Eydie and which one is Steve?" He was told, "Eydie is on your left, and Steve is on your right".

Natalie Gregory and Sharee Gregory are sisters in real life as well as in the movie.

Natalie Gregory is naturally a brunette, and did the entire miniseries wearing a blonde wig.

The Mock Turtle, who says he is what mock turtle soup is made from, is a cow in a turtle's shell. This was because mock turtle soup (for those who couldn't afford to have real turtle soup) was generally made from veal.

Two MGM stages, across from each other on the studios main axis road, were used for filming the productions' sets. These are the same two stages used for "The Wizard of Oz". The right (road-side) stage, (where the yellow brick road leads into the field of poppies) - front stage load-in housed the miniature shrinking room; Alice's study with the mirror looking glass fireplace; Sammy Davis' giant mushroom set; the Red Queen of Hearts garden; the back-half rear part of the stage was for the castle dining room set with the 60' long table. On the (left) other side of the MGM axis road is the larger of the two stages (which was the yellow brick road leading into the OZ town square). For Alice, the middle of the stage was a giant landscaped forest, with trails, foot paths that lead to a bridge over a stream, an open forest dell, where the Tweedle Twins, Humpty Dumpty, the White Knight were staged. The right side of the forest set, was used to build various sets for filming, struck, to replace with other sets as required. In this area, the kitchen interior, the rabbit's tea party in front of a cottage, the checkerboard field, the train, the tunnel, the miniature train set - all were positioned in this area. On the opposite stage end was built the small miniature hare's house; the chess board; the room with the base board hole which Alice nibbles, shrinks, climbs through the mouse hole, tumbles and falls into a river-swimming in water, with various actors (Shelly Winters) in bird costumes; effects plate filming. Two actual locations were filmed out of the studio. A Tudor style house backyard was filmed in Pasadena. The oyster scene was filmed north of Malibu beach because Irwin Allen wanted a real ocean with real sand and rocks for his cast to frolic. At great expense, carpenters and laborers had to cut out of the rocks an embedded 30' long ship's keel from a 1900 shipwreck, just to clear the rocks for the actors to stumble around! Fun! fun! Fun! Shelly Winters demanded Irwin Allen give her a "line" instead of bird croaking sounds! "I'm an Oscar winner, you have to give me words to speak! Remember the Poseidon! You are still trying to drown me!". Construction had to build a special potty chair with the rear center cut out for Shelly to tuck the costume's bird tail when she sat off camera, waiting for her scene's filming.

Plaster busts were made of the entire cast for use by the make-up department to create the make-up for each character. These marque heads were approved prior to filming. After dailies were screened by CBS-TV Executives, a decision was made that the "artsy make-up design" disguised the famous faces too much. Wiping the proposed facial treatments aside, viewers could identify with each guest casting.

The Jabberwock creature costume was designed by production designer Philip M. Jefferies very early in the production preparation. A description from Lewis Carrol provided the costume design: a body of a dragon, whiskers, fish-like head, insect antennae and pair of talon-like hands on both arms and wings, also serves as forelegs when it walks on ground. The costume was fabricated by Adam Hill and Tom McLaughlin at the Berman's Studios. When the creature costume was shown to Irwin Allen, McLaughlin wore it. Casting could find neither an actor nor a stunt man to fill the height matching McLaughlin height. Irwin decided McLaughlin was the "Jabberwock" and he performed the role from that point on. Interestingly, the set decorator had placed too large in scale furniture for Alice's interior study-library set, when the character first appears. The art director supervised the decorator's selection of size and scale of the furniture (chairs and tables) in order for the Jabberwocky performer to move around in the set. The Jabberwocky appears through out the production (as a figment of Alice's imagination) until at the end, back at home, the Jabberwocky disappears. The monster-creature was a terrific costume character.

Sammy Davis Jr. performed in the role of "The Caterpillar" discovered atop a giant mushroom in a flower garden. The Caterpillar slithers off the mushroom to the ground where Davis dances a soft shoe number. Irwin Allen had insisted the dance area be the typical Hollywood Musical slick shinny gloss floor finish. Rehearsing on the slick floor, Davis slipped and demanded the floor be changed. Art director Hub Braden had had this problem before with dancers not able to perform on similar studio floor finish. Construction coordinator James F. Orendorff replaced the flooring surface with material that Braden requested. With it painted and dusted with sand, Davis performed his dancing segment perfectly, happy and grateful that the crew were quick to respond with his wishes.

Martha Raye's final performance.

Final acting performance by George Savalas.

This was Irwin Allen's last television movie. After finishing "Alice in Wonderland" Irwin Allen began production on his next movie of the week titled "Outrage". After Irwin Allen completed the "Alice In Wonderland" for CBS, he started planning a similar special using "Pinocchio" as the basis for a musical CBS-TV special two hour feature. He was in preparation and working on this project at his untimely demise.

After filming had commenced, CBS and Irwin Allen decided to add Gillian Lynne to the production, as choreographer replacing Miriam Nelson. As the choreographer of the Andrew Lloyd Webber musical "Cats", the addition of Lynn was considered a technical credit improving the productions' credentials. Cameo guest celebrities were expected to report for their day of filming at four a.m. to the MGM studio rehearsal hall. The choreographer greeted each performer and rehearsed a few dance moves, steps, twirls, slides, staging what he or she would perform for camera. The celebrity would then report to stage, meeting Allen, director Harry Harris, and cinema photographer Fred J. Koenekamp; rehearsing, walking through their routine, what they had learned that morning on the set. Afterwards, off to wardrobe for their costume, and to makeup, reporting back to stage to film their segment. Usually each cameo appearance was staged, rehearsed, and filmed the same day, finishing their guest spot.

Every morning at 6 a.m., director Harry Harris and cinema photographer Fred J. Koenekamp would join Irwin Allen at the stage elephant doors, marching into the studio stage prepared for battle. Art director Hub Braden and construction coordinator James F. Orendorff were usually together at the opposite side, in the set, preparing the daily set ups. Joining the Generals, providing answers and solutions to questions regarding the days planned shooting schedule. The daily filming schedule was a major coordination of plans to keep the Generals' cast and crew on schedule.

The entire production was filmed on two MGM stages with two exceptions; First exception is the establishing shot of Alice's house exterior (San Marino, CA.). Second exception, although planed to be filmed on stage in an opened stage pit filled with water, dressed as the seaside, this set and scene was relocated to a beach above the Malibu colony coast line. Scouting the rocky bluff adjacent a sandy beach, Irwin spotted a 30' wooden ship wrecked keel lodged in the rocks. Irwin ordered the keel removed! No one questioned his command. The Keel was dug out of the rocks and the sequence was filmed a week later, with actors as oysters splashing in the surf.

Sammy Davis Jr., who appears as the Caterpillar in this 1985 live action version of the classic tale, also provided the voice of the Cheshire Cat in the 1966 Hanna Barbera animated TV version of "Alice."

Originally aired on CBS as a two-part film on Dec. 9 and 10, 1985.

Humpty Dumpty's egg-bowl shape costume was fit with a fan inside the lower half of the egg bowl body frame to keep Jonathan Winters' body temperature cool. Besides being cumbersome for Jonathan Winters to walk, unable to sit in a chair, he was placed (more like perched) upon the stone wall, waiting for his cameo to be filmed. After rehearsing his segment, camera and the film magazine were delayed loading. Additional lighting required further delay. Irwin Allen sat in his director's high chair, along side the director in his high chair, and the cinema photographer in his high chair, ringside in front of Winters. The rest of the crew stood surrounding the big shots listening, watching Jonathan perform his hilarious comedic observations of his costume, of Irwin, of the production; remarking about various crew members wearing Marine insignia t-shirts/sweats, various crew member's general attire, clothing, their hair; mingled with shtick from his night club routine. Jonathan had the crew laughing hilariously, entertaining for sixty minutes. Irwin turned aside to the Production Designer, standing next to him, questioning "What's so funny". Jonathan Winters was the crew's favorite cameo performance, but sadly nothing was filmed of his very funny routine. Jonathan Winters is simply a very funny entertaining comic. Establishing a wonderful instant rapport with an audience.

Heather O'Rourke was offered the part of Alice, but she turned it down.

During the musical number "Why Do People...", Natalie Gregory's singing was dubbed by Lana Beeson.

The scene with the Fawn (and corresponding musical number) was written to be included in Part Two, after Alice's encounter with the Gnat; however, this was shifted to Part One in editing.

Shelia Allen is Irwin Allen's actress wife making a cameo appearance.

The Checkerboard clearing was created on the right of the forest area, with backings rented from JC Backings, located on the MGM lot. Brown paper was taped to the bottoms of the landscape drops, painted to tie into the checkerboard main ground cover. The checkerboard pattern was planned in a false perspective grid pattern for the distant checkerboard ground rows to become smaller in scale. This allowed the painted checkerboard scale on the backings to become smaller, as well. The miniature train cars were built by an independent train hobby company, using the train car design provided by the art director Hub Braden. The full scale train compartment was located on the edge of the set for the scene to be filmed. The miniature train track was set up inside this main set filming separately. Upon looking at the exterior of the full scale compartment car, Irwin ordered the exterior to be finished. This had not been planned. Construction and paint finished the exterior prior to filming the scene. The windows and doorway in the compartment interior looked out onto the checkerboard landscape.

CASTLE THUNDER: Heard repeatedly throughout the rabbit hole scene, especially before and after Alice falls down the hole.

According to his 1993 memoir "Make Em Laugh", Steve Allen wrote 40 songs for this production.

When Alice grows in the court scene, she says "But I didn't eat any cake or mushroom!" That line was left behind from a deleted scene (based on a scene in the book) in which Alice ate the Caterpillar's mushroom which caused her to grow and shrink.

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