Doorknob: Read the directions and directly you will be directed in the right direction.

Alice: It would be so nice if something would make sense for a change.

Alice: If I had a world of my own, everything would be nonsense. Nothing would be what it is because everything would be what it isn't. And contrary-wise; what it is it wouldn't be, and what it wouldn't be, it would. You see?

Cheshire Cat: Oh, by the way, if you'd really like to know, he went that way.

Alice: Who did?

Cheshire Cat: The White Rabbit.

Alice: He did?

Cheshire Cat: He did what?

Alice: Went that way.

Cheshire Cat: Who did?

Alice: The White Rabbit.

Cheshire Cat: What rabbit?

Alice: But didn't you just say - I mean - Oh, dear.

Cheshire Cat: Can you stand on your head?

Alice: Oh!

Mad Hatter: Would you like a little more tea?

Alice: Well, I haven't had any yet, so I can't very well take more.

March Hare: Ah, you mean you can't very well take less.

Mad Hatter: Yes. You can always take more than nothing.

Cheshire Cat: [singing] 'Twas brilig, and the slithy toves / Did gyre and gimble in the wabe: / All mimsy were the borogroves, / And the mome raths outgrabe.

Alice: Now where do you suppose...?

Cheshire Cat: Lose something?

Alice: [turns around to find just the Cat's smile talking to her] Oh my! oh, no no, I was just... uh never mind.

Cheshire Cat: Oh, that's quite all right. One moment please.

[two eyes drop down on top of the mouth and the full cat form appears]

Cheshire Cat: Second chorus.


Cheshire Cat: 'Twas brilig, and the slithy toves / Did gyre and gimble in the wabe

Alice: Why, why you're a cat!

Cheshire Cat: A *Cheshire* Cat.

[starts to disappear]

Cheshire Cat: All mimsy were the borogroves...

Alice: Oh wait!

Cheshire Cat: [reappears] There you are! Third chorus...

Alice: Oh, no, no. I was just wondering if you could help me find my way.

Cheshire Cat: Well that depends on where you want to get to.

Alice: Oh, it really doesn't matter, as long as...

Cheshire Cat: Then it really doesn't matter which way you go.

Cheshire Cat: If I were looking for a white rabbit, I'd ask the Mad Hatter.

Alice: The Mad Hatter? Oh, no no no...

Cheshire Cat: Or, you could ask the March Hare, in that direction.

Alice: Oh, thank you. I think I'll see him...

Cheshire Cat: Of course, he's mad, too.

Alice: But I don't want to go among mad people.

Cheshire Cat: Oh, you can't help that. Most everyone's mad here.

[laughs maniacally; starts to disappear]

Cheshire Cat: You may have noticed that I'm not all there myself.

Alice: Curiouser and curiouser.

[Alice falls down the rabbit hole and her dress poofs up like a parachute]

Alice: Well, after this I should think nothing of falling down stairs.

[after they have restrained the Dormouse]

Mad Hatter: Ah thank goodness! Those are the things that upset me!

March Hare: See all the trouble you started?

Alice: But I didn't think...

March Hare: Ah, that's just it. If you don't think, then you shouldn't talk.

Alice: Well, when one's lost, I suppose it's good advice to stay where you are, until someone finds you. But who'd ever think to look for me here?


Alice: Good advice. If I listened earlier, I wouldn't be here. But that's just the trouble with me. I give myself very good advice.


Alice: But I very seldom follow it. That explains the trouble that I'm always in. Be patient, is very good advice, but the waiting makes me curious. And I'd love the change. Should something strange begin?

[begins to cry]

Alice: Well... I went along my merry way, and I never stopped to reason. I should've known there'd be a price to pay, someday... Someday... I give myself very good advice, but I very seldom follow it!

[cries harder]

Alice: Will I ever learn to do the things I should?

[continues crying]

White Rabbit: [singing] I'm late / I'm late / For a very important date. / No time to say "Hello, Goodbye". / I'm late, I'm late, I'm late.

Walrus: The time has come, my little friends, to talk of other things / Of shoes and ships and sealing wax, of cabbages and kings / And why the sea is boiling hot, and whether pigs have wings / Calloo, Callay, come run away / With the cabbages and kings.

The Rose: Just what species or, shall we say, genus are you, my dear?

Alice: Well, I guess you would call me... genus, humanus... Alice.

Daisy: Ever see an alice with a blossom like that?

Orchid: Come to think of it, did you ever see an alice?

Daisy: Yes, and did you notice her petals? What a peculiar color.

Orchid: [sniffing Alice's hair] And no fragrance.

Daisy: [chuckling, as she lifts up one side of Alice's dress] And just look at those stems.

The Rose: [as Alice slaps the Daisy's leaves away] Rather scrawny, I'd say.

Bud: I think she's pretty.

The Rose: Quiet, bud.

Mad Hatter: Why is a raven like a writing desk?

Alice: Riddles? Now let me see... why is a raven like a writing desk?

Mad Hatter: I beg your pardon?

Alice: Why is a raven like a writing desk?

Mad Hatter: [alarmed] Why is a what?

March Hare: Careful, she's stark ravin' mad!

Alice: But it's your silly riddle. You just said...

Mad Hatter: Easy, don't get excited!

March Hare: How about a nice cup of tea?

Alice: "Have a cup of tea," indeed! Well I'm sorry, but I just haven't the time!

Alice: Curiosity often leads to trouble.

Alice: I simply must get through!

Doorknob: Sorry, you're much too big. Simply impassible.

Alice: You mean impossible?

Doorknob: No, impassible. Nothing's impossible.

Dormouse: Twinkle twinkle, little bat / How I wonder what you're at? / Up above the world you fly / Like a tea tray in the sky.

Queen of Hearts: I warn you, child... if I lose my temper, you lose your head! Understand?

Caterpillar: Who... are... you?

Alice: I- I hardly know, sir. I've changed so many times since this morning, you see...

Caterpillar: No, I do not 'C.' Explain yourself.

Alice: I'm afraid I can't explain myself sir, because I'm not myself, you know.

Caterpillar: I do not know.

Alice: Well, I can't put it any more clearly, sir, for it isn't clear to me.

Caterpillar: You? Who ARE you?

Caterpillar: Recite.

Alice: Oh. Yes sir. How doth the little bumblebee improve each...

Caterpillar: Stop. That is not spoken correctically. It goes: How doth the little crocodile improve his shining tail. And pour the waters of the Nile, on every golden scale. How cheerfully he seems to grin, how neatly spreads his claws. And welcomes little fishes in, with gently smiling jaws.

Alice: Well, I must say, I've never heard it that way before.

Caterpillar: I know. I have improoooved it.

Caterpillar: By the way, I have a few more helpful hints. One side will make you grow taller...

Alice: One side of what?

Caterpillar: ...and the other side will make you grow shorter.

Alice: The other side of what?


Alice: Oh, but that's nonsense. Flowers can't talk.

The Rose: But of course we can talk, my dear.

Orchid: If there's anyone around worth talking to.

Daisy: Or about.


Alice: Better look first, for if one drinks much from a bottle marked "Poison", it's almost certain to disagree with you sooner or later.

Alice: When I get home I shall write a book about this place... If I ever do get home.

Bird in the Tree: A serpent! Help! Help! A serpent, a serpent!

Alice: But please! Please!

Bird in the Tree: Off with you! Shoo! Shoo! Go away! Serpent! Serpeeeent!

Alice: I'm not a serpent!

Bird in the Tree: You? Indeed? Then just what are you?

Alice: I'm just a little girl.

Bird in the Tree: Little? Little?


Alice: Well, I am... I mean, I was.

Bird in the Tree: And I suppose you don't like eggs, either?

Alice: Yes, I do, but, but, but...

Bird in the Tree: I knew it! I knew it! Serpent! Serpeeeent!

Alice: Oh, for goodness sake!

Daisy: What kind of a garden do you come from?

Alice: Oh, I don't come from any garden.

Daisy: Do you suppose she's a wildflower?

Queen of Hearts: Who's been painting my roses red? WHO'S BEEN PAINTING MY ROSES RED? /Who dares to taint / With vulgar paint / The royal flower bed? / For painting my roses red / Someone will lose his head.

Card Painter: Oh no, Your Majesty, please! It's all *his* fault!

Card Painter: Not me, your grace! The ace, the ace!

Queen of Hearts: You?

Card Painter: No, two!

Queen of Hearts: The deuce, you say?

Card Painter: Not me! The three!

Queen of Hearts: That's enough! Off with their heads!

Alice: I'm sorry I interrupted your birthday party. Thank you.

March Hare: Birthday? My dear child, this is NOT a birthday party.

Mad Hatter: Of course not. This is an unbirthday party.

Mad Hatter: No wonder you're late. Why, this watch is exactly two days slow.

White Rabbit: Why, Mary Ann! What are you doing out here?

Alice: Mary Ann?

White Rabbit: Don't just do something, stand there... Uh... no no! Go go! Go get my gloves! I'm late!

Alice: But late for what? That's just what I...

White Rabbit: My gloves!

[Blows trumpet]

White Rabbit: At once, do you hear!

Alice: Goodness. I suppose I'll be taking orders from Dinah next.

Alice: You can learn a lot of things from the flowers... Huh! Seems to me they could learn a few things about manners!

Alice: I was sitting on the riverbank with uh... with you know who...

Mad Hatter: I DO?


Alice: I mean my C-A-T.

Mad Hatter: Teeeea?

March Hare: [slices a tea cup in half] Just half a cup, if you don't mind.

Cheshire Cat: All ways here you see, are the QUEEN'S WAYS!

Alice: But I've never met any queen.

Cheshire Cat: You haven't? You ha-VEN'T? Oh, but you must! She'll be mad about you, simply mad!

[chuckles, then rolls over and almost disappears]

Cheshire Cat: The mome raths outgrabe...

Alice: Please, please! H-How can I find her?

Cheshire Cat: Well, some go this way, and some go that way. But as for me, myself, personally, I prefer the short-cut.

Alice: [as a giant] And as for you... Your Majesty! Your Majesty indeed! Why, you're not a queen,


Alice: But just a - a fat, pompous, bad tempered old ty...!

[normal size]

Alice: Tyrant.

Queen of Hearts: [giggles] And uh, just what were you saying, my dear?

Cheshire Cat: Why, she simply said that you're a fat, pompous, bad tempered old tyrant!


King of Hearts: What do you know about this unfortunate affair?

March Hare: Nothing.

Queen of Hearts: Nothing whatever?

March Hare: Nothing whatever!

Queen of Hearts: [shouts] That's very important! Jury, write that down!

[the Caterpillar has called a very frustrated Alice back so he can finish the conversation]

Alice: Well?

Caterpillar: Keep your temper.

Alice: Is that all?

Caterpillar: No. "Exaketededly" what is your problem?

Alice: Well its exak... exact... Its precisely this. I should like to be a little larger, sir.

Caterpillar: Why?

Alice: Well, after all, three inches is such a wretched height, and...

Caterpillar: [suddenly angry] *I* am "exaketededly" three inches high, and it is a very good height, in-*deed*!

Alice: But I'm not used to it. And you needn't... *shout*!

Alice: [after the Walrus and the Carpenter] That was a very sad story.

Tweedle Dee: Aye, but there's a moral to it.

Alice: Oh, a very good moral, if you happen to be an oyster.

White Rabbit: Her Imperial Highness, Her Grace, Her Excellency, Her Royal Majesty, the Queen of Hearts!

[Crowd cheers]

White Rabbit: ... And the King.

Voice in crowd: Hooray!

Alice: Well, it all started when I was sitting on the river bank with Dinah.

March Hare: Very interesting - Who's Dinah?

[Pants lasciviously]

Alice: Oh, Dinah's my cat. You see...

Dormouse: Cat? CAT!

Alice: [after eating a mushroom] I'm tired of being only three inches high.

[suddenly grows out of control]

Alice: Yi-yi-yi-yi-yi-yi-yi-yi-yi-yi!

[Alice reaches the door to escape from the mob]

Doorknob: [tries to open the door] D'oh! I'm - still locked, you know!

Alice: [in horror] But the queen! I simply *must* get out!

Doorknob: [chuckles] But you *are* outside.

Alice: [releases her grip on the Doorknob] What?

Doorknob: [opens his mouth] See for yourself.

[Alice sees through his mouth and sees herself asleep with Dinah also sleeping on her lap by a tree in a beautiful meadow]

Alice: Why - why that's me! I'm asleep!

Queen of Hearts: [shouting from a distance, advancing toward Alice along with a mob of other characters] Don't let her get away! Off with her head!

Alice: [in terror, through the Doorknob's mouth] Alice, wake up! Please, wake up, Alice!

Queen of Hearts: [comes closer with the rest of the mob] Off with her head!

Alice: Alice! Please, wake up, Alice!

[as the mob draws nearer, the screen goes into swirling multicolor until it shows Alice sleeping by the tree]

Alice: [voiceover] Alice! Alice! Alice!

Alice's sister: [changes to her sister's] Alice! Alice! Will you kindly pay attention and recite your lesson?

March Hare: I have an excellent idea, LETS CHANGE THE SUBJECT.

Mad Hatter: Mustard! Yes, mu- MUSTARD? Don't let's be silly! Lemon, that's different...

Dodo: I say, you'll never get dry that way.

Alice: Get dry?

Dodo: Have to run with the others. First rule of a caucus race, you know.

Tweedle Dum: If you think we're waxworks, you ought to pay, you know.

Tweedle Dee: Contrariwise, if you think we're alive you ought to speak to us.

Tweedle DumTweedle Dee: That's logic.

Alice: Oh, pooh. I'm not afraid of you. Why, you're nothing but a pack of cards.

Mad Hatter: What's the matter my dear, don't you care for tea?

Alice: Why, yes. I'm very fond of tea.

March Hare: If you don't care for tea, you could at least make polite conversation!

Cheshire Cat: You know? We could make her *really* angry! Shall we try?

Alice: Oh, no, no!

Cheshire Cat: Oh, but it's loads of fun!

Queen of Hearts: Now... are you ready for your sentence?

Alice: Sentence? But there has to be a verdict first...

Queen of Hearts: Sentence first! Verdict afterwards.

Alice: But that just isn't the way...

Queen of Hearts: [shouting] All ways are...!

Alice: ...your ways, your Majesty.

Queen of Hearts: Now, where do you come from?

Alice: Well, I'm trying to find my way home...

Queen of Hearts: Your way? All ways here are my ways!

Alice: Yes, I know, but I was just thinking...

Queen of Hearts: Curtsy while you're thinking. It saves time.

Alice: [curtsying] Yes, Your Majesty, but I just wanted to ask you...

Queen of Hearts: I'll ask the questions! Do you play croquet?

Alice: Why, yes, Your Majesty.

Queen of Hearts: Then let the game begin!

White Rabbit: Your Majesty, members of the jury, loyal subjects... and the King... the prisoner at the bar stands accused of enticing Her Majesty, the Queen of Hearts, into a game of croquet, thereby and with malice of forethought, molesting, tormenting, and otherwise annoying our beloved...

Queen of Hearts: Never mind all that! Get to the part where I lose my temper.

White Rabbit: ...thereby causing the Queen to lose her temper.

Queen of Hearts: And who is this?

King of Hearts: Let me see, my dear. It's certainly not a heart. Do you suppose it's a club?

King of Hearts: Rule 42: All persons more than a mile high must leave the court immediately.

Alice: I am not a mile high, and I'm not leaving.

Queen of Hearts: Sorry. Rule 42, you know.

March Hare: Start at the beginning.

Mad Hatter: Yes, yes. And when you come to the end...


Mad Hatter: STOP. See?

Alice: [turning down an offer for a cup of tea] I'm sorry, but I just haven't the time!

March Hare: The time! The time! Who's got the time?

Mad Hatter: [after "fixing" the White Rabbit's watch] Two days slow, that's what it is.

Alice: [drinks from bottle] Mmm... tastes like cherry tart.

[shrinks down]

Alice: Custard.

[shrinks down]

Alice: Pineapple.

[shrinks down]

Alice: Roast turkey.

[now at minimum size]

Alice: Goodness! What did I do?

Doorknob: [chuckles] You almost went out like a candle!

Alice: But look, I'm just the right size!

Doorknob: Oh - no use.


Doorknob: I forgot to tell you.


Doorknob: I'm locked!


Alice: Oh, no!

Doorknob: But of course, you've got the key, so...

Alice: What key?

Doorknob: Now, don't tell me you've left it up there!

Alice: [singing] Painting the roses red...

Card PainterCard PainterCard Painter: [singing] We're painting the roses red. Don't tell the Queen what you have seen or say that's what we said, but we're painting the roses red.

Alice: Yes, painting the roses red.

Card Painter: Not pink!

Card Painter: Not green!

Alice: Not aquamarine!

Card PainterCard PainterCard Painter: We're painting the roses red!

Alice: Oh dear, everything is *so* confusing.

Caterpillar: It is not.

Alice: Well, it is to me.

Caterpillar: Why?

Alice: Well, I can't remember things like I used to, and...

Caterpillar: Recite.

Alice: In my world, the books would be nothing but pictures.

Dodo: Ahoy, and other nautical expressions!

Alice: Unbirthday? I'm sorry, but I don't quite understand.

March Hare: It's very simple. Now, thirty days has Septem -No. wait... An unbirthday, if you have a birthday, then you -


March Hare: She doesn't know what an unbirthday is.

March Hare: There's only one way to stop a MAD WATCH.

Queen of Hearts: Off with their heads.

White Rabbit: We need a lazard with a liddle... a lad... can you help us?

Bill: At your service, gov'nor.

Dodo: Bill, my lad. Have you ever been down a chimney?

Bill: Why, gov'nor, I've been down more chimneys...

Dodo: Excellent, excellent. Now just hop down the chimney and pull that monster out of there.

Bill: Righto, gov'nor... Monster? Aaaaah!

Doorknob: D'ooooh!

Alice: Oh! I beg your pardon...

Doorknob: Whew. Quite all right, but you did give me quite a turn.

Alice: You see, I was following...

Doorknob: Rather good, what? Doorknob? Turn? Since one good turn deserves another, what can I do for you?

Mad Hatter: Clean cup, clean cup! Move down!

Dodo: [singing] We'll blow the thing there out, we'll smoke the monster out!

White Rabbit: [singing] We'll smoke the monster ou...

[realizes what he just sang]

White Rabbit: NO! No-ho! My poor house and furniture!

Alice: Of all the silly nonsense, this is the stupidest tea party I've ever been to in all my life.

Queen of Hearts: [after the Queen of Hearts is hit in the head and covered in the table cloth] Someone's head IS GOING TO ROLL FOR THIS!

Tweedle DeeTweedle Dum: [singing together] How do ya do and shake hands, shake hands, shake hands. How do ya do and shake hands and state your name and business.

[both spoken]

Tweedle DeeTweedle Dum: That's manners!

[last lines]

Alice's sister: Alice... Alice... will you kindly pay attention and recite your lesson?

Alice: [waking up after escaping the mob] Hm? Oh. Oh, uh, how doth the little crocodile improve each shining tail and *pour* the waters of the...

Alice's sister: Alice, what *are* you talking about?

Alice: Oh. I'm sorry, but you see, the Caterpillar said...

Alice's sister: Caterpillar? Oh, for goodness sake. Alice, I... Oh, well. Come along, it's time for tea.

The Rose: Girls! We shall sing "Golden Afternoon". That's about all of us.

[repeated line]

Caterpillar: Who are you?

Orchid: To put it bluntly, a weed.

[first lines]

Alice's sister: [reading from a history book] "... leaders, and had been of late much accustomed to usurpation and conquest. Edwin and Morcar, the Earls of Mercia and Northumbria, declared for him: and even Stigand..." Alice.

[camera zooms out to show Alice sitting in a tree, playing with Dinah and making a chain of daisies]

Alice: Hmm? Oh, I'm listening.

Alice's sister: "And even Stigand, the archbishop of Canterbury, agreed to meet with William and offer him the crown. William's conduct at first was moderate."

[Alice laughs as her daisy crown falls on her sister's face]