Mac, Bloo, and Alice in Wonderland is the second film in The Adventures of Mac and Bloo. It is preceded by Mac and Bloo Meet The Wizard of Oz, and followed by Mac and Bloo Meet Peter Pan.


(Alice in Wonderland is sung as the opening credits roll)

RKO Radio Pictures, distributed by RKO Radio Pictures, Inc.

Walt Disney presents

Mac, Bloo, and Alice in Wonderland

An adaptation of Lewis Carrol's The Adventures of Alice in Wonderland and Through the Looking Glass

Color by Technicolor

With the talents of Sean Marquette, Keith Ferguson, Ed Wynn, Richard Haydn, Sterling Holloway, Jerry Colonna, Verna Felton, Pat O'Malley, Bill Thompson, Heather Angel

And introducing Kathryn Beaumont

Sound Director: C.O. Slyfield

Sound Recording: Robert O. Cook, Harold J. Steck

Film Editor: Lloyd Richardson

Music Editor: Al Teeter

Special Processes: Ub Iwerks

Copyright MCMLI Walt Disney Productions All Rights Reserved

Musical Score by Oliver Wallace

Songs by Bob Hilliard, Sammy Fain, Don Raye, Gene De Paul, Mack David, Jerry Livingston, Al Hoffman

Orchestration: Joseph Dubin

Vocal Arrangements: Jud Conlon

Story: Winston Hibler, Ted Sears, Bill Peet, Erdman Penner, Joe Grant, Dick Huemer, Del Connell, Tom Oreb, John Walbridge

Layout: Mac Stewart, Tom Codrick, Charles Philippi, A. Kendall O'Connor, Hugh Hennesy, Don Griffith, Thor Putnam, Lance Nolley

Color and Styling: Mary Blair, John Hench, Claude Coats, Ken Anderson, Don Da Gradi

Backgrounds: Ray Huffine, Ralph Hulett, Art Riley, Brice Mack, Dick Anthony, Thelma Witmer

Directing Animators: Milt Kahl, Ward Kimball, Frank Thomas, Eric Larson, John Lounsbery, Ollie Johnston, Wolfgang Reitherman, Marc Davis, Les Clark, Norm Ferguson

Character Animators: Hal King, Don Lusk, Judge Whitaker, Cliff Nordberg, Hal Ambro, Harvey Toombs, Bill Justice, Fred Moore, Phil Duncan, Marvin Woodward, Bob Carlson, Hugh Fraser, Charles Nichols

Effects Animators: Josh Meador, George Rowley, Dan Macmanus, Blaine Gibson

Directors: Clyde Geronimi, Hamilton Luske, Wilfred Jackson, MacandBloo4ever

Production Supervision: Ben Sharpsteen

(in a park in England, two swans swim in a lake, a few butterflies and bees fly around, Mac and Bloo are with Alice, her sister, and Dinah)

Mac: It was really nice of Professor Marvel to take us to Europe. It's just too bad we couldn't bring our friends with us.

Bloo: Yeah, but who cares? At least we're having a good time. Except for the part where Alice is learning her history.

Alice's sister: (reading a book) "...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-" (she notices Alice's leg hanging down from the tree) Alice!

Alice: (making a crown of daises) Hmm? I'm listening.

Alice's sister: (continues reading) "And even Stigand, the Archbishop of Canterbury, agreed to meet with William... and offer him the crown."

(Alice puts the daisy crown on Dinah's head and giggles as it slides down her head, Dinah paws it off her head)

Alice's sister: "William's conduct was-" (the daisy crown lands on her head) Alice! (takes the crown off her head) Will you kindly pay attention to your history lesson?

Alice: I'm sorry. But how can one possibly pay attention to a book with no pictures in it?

Bloo: Yeah, they're so boring!

Alice's sister: My dear child, there are a great many good books in this world... without pictures.

Alice: In this world, perhaps. But in my world, the books would be nothing but pictures.

Alice's sister: Your world? What nonsense. Now...

Alice: Nonsense?

Alice's sister: Once more...

Alice: That's it, Dinah! 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 contrariwise... what it is, it wouldn't be, and what it wouldn't be, it would. You see?

Dinah: (shakes her head) Meow.

Alice: In my world, you wouldn't say "meow." You'd say, "Yes, Miss Alice."

Dinah: Meow.

Alice: Oh, but you would. You'd be just like people, Dinah. And all the other animals, too.

Bloo: What other stuff would your world have?

Alice: Why in my world... (singing) Cats and rabbits would reside in fancy little houses, and be dressed in shoes and hats and trousers. In a world of my own, all the flowers would have very extra-special powers. They would sit and talk to me for hours. When I'm lonely in a world of my own, there'd be new birds. Lots of nice and friendly how-de-do birds. Everyone would have a dozen bluebirds. Within that world of my own, I could listen to a babbling brook and hear a song that I could understand. I keep wishing it could be that way, because my world would be a wonderland. (touches the water with her finger)

(as the water clears, Mac, Bloo, and Dinah see the reflection of the White Rabbit, he whistles as he walks and hops along)

Bloo: Alice, look!

Alice: Oh, Bloo, it's just a rabbit with a waistcoat... (she looks in surprise) and a watch!

White Rabbit: (looks at his watch) Oh, my fur and whiskers! (hops off in a hurry) I'm late, I'm late, I'm late!

Mac: He's late?

Alice: This is curious. What could a rabbit possibly be late for?

Mac: Let's find out.

Alice: (to the White Rabbit) Please! Sir!

White Rabbit: (singing) I'm late, I'm late! For a very important date! No time to say "Hello." Good-bye! I'm late, I'm late, I'm late!

Alice: It must be awfully important, like a party or something. Mr. Rabbit, wait!

White Rabbit: No, no, no, no, no, no, no. I'm overdue! I'm really in a stew! No time to say "Good-bye." Hello! I'm late, I'm late, I'm late! (disappears in a hole in the ground)

(Mac, Bloo, Alice, and Dinah come to the hole)

Alice: My... What a peculiar place to have a party.

Dinah: Meow.

Alice: You know, Mac and Bloo, we really shouldn't... (enters the hole with Mac and Bloo behind her) be doing this. After all, (she and her friends move forward) we haven't... been invited. And curiosity often leads to trouble! (she, Mac and Bloo fall down the hole, Dinah almost falls too) Good-bye, Dinah. Good-bye!

(Dinah waves good-bye to Alice, Mac, and Bloo, the three friends start drifting down slowly)

Alice: Oh! Well, after this, we shall think nothing of fa- of falling down stairs.

(Alice lights a lamp, she and her friends drift down past various furniture, a mirror shows her reflection upside down, she grabs a book from a desk and reads it, the three friends drift past a clock that tolls, Alice lands in a rocking chair)

Alice: Oh! (lets go of the book and lays back) Ah... (she slides out of the chair) Oh! Goodness. What if we should right through the center of the (she, Mac, and Bloo fall through a hole) EARTH!! (they drift gently again) and come out the other side where people walk upside down? Oh, but that's silly. Nobody- (she and her friends land and see the White Rabbit hopping away.) Oh!

Bloo: There he is! Get him!

(Alice gets on her feet, she, Mac and Bloo continue following the Rabbit)

Alice: Oh, Mr. Rabbit! Wait! Please!

(Mac, Bloo, and Alice seem to have lost the White Rabbit, but hear a door closing)

Mac: In there!

(Alice opens the door the Rabbit went through to discover a slightly smaller one behind it, she opens it and three smaller ones behind, she and her friends crawl through and enter another room, the door closes behind them)

Alice: Curiouser and curiouser.

(the three friends notice a pair of curtains, Alice opens the curtains revealing another small door, she turns the Doorknob)

Doorknob: Ohh!

(Mac and Bloo gasp)

Alice: Oh! I beg your pardon.

Doorknob: Quite all right. But you did give me quite a turn.

Alice: You see, we were following-

Doorknob: Rather good, what? Doorknob... turn. (chuckles)

Alice: Please, sir.

Doorknob: One good turn deserves another.

Mac: Yeah, yeah. Look, could you tell us where we are?

Doorknob: Why, you're in Wonderland, of course. What can I do for you?

Alice: Well, we're looking for a white rabbit. So, um... if you don't mind...

Doorknob: Eh? Oh. (opens his keyhole so Alice can look through)

Alice: There he is! We simply must get through. (reaches for the knob)

Doorknob: Sorry. You're much too big. Simply impassable.

Mac: You mean impossible.

Doorknob: No, impassable. Nothing's impossible. Why don't you try the bottle on the table?

Alice: Table?

(a table and bottle magically appear)

Alice: Oh!

Doorknob: Read the directions, and directly, you'll be directed in the right direction. (laughs)

Alice: (reads the label on the bottle) "Drink me." (takes off the cork) Hmm... Better look first. For if one drinks from a bottle marked "poison," it's almost certain to disagree with one, sooner or later.

Doorknob: Beg your pardon?

Alice: I was just giving myself some good advice. But... (drinks from the bottle)

Bloo: What's it taste like, Alice?

Alice: Mmm... tastes like... cherry tart. (shrinks a little, drinks again) Custard. (shrinks again) Pineapple. (shrinks again) Roast turkey. (drops the bottle) Goodness!

(Bloo picks up the bottle and drinks from it, he screams as he shrinks down, Mac drinks from the bottle as well, he screams as he shrinks, Alice is the same size as the door, Mac and Bloo are small enough to fit through the keyhole)

Mac: That was weird.

Alice: What did we do?

Doorknob: (laughs) You almost went out like a candle.

Alice: But look! We're just the right size. (reaches for the knob)

Doorknob: Oh. No use. I forgot to tell you. (laughs) I'm locked. (continues laughing)

Alice: Oh, no!

Mac: Great! Now you tell us!

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

Bloo: What key?

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

(the key appears on the table)

Alice: Oh, dear.

(Alice tries to climb the table, but slides down)

Mac: It's no use. We're too small.

Alice: Whatever will we do?

Doorknob: Try the box, naturally.

(a box appears in front of Alice)

Alice: Oh! (opens the box to reveal cookies inside) "Eat me." All right. But goodness knows what this will do. (takes a bite and grows quickly) Whoa! Whoa! Whoa! (bums her head on the ceiling)

Doorknob: (speaks gibberish from Alice's foot covering his face)

Alice: (moves her foot) What did you say?

Doorknob: I said a little of that went a long way. (laughs)

Alice: Well, I don't think it's so funny. (starts crying) Now I shall never get home.

Doorknob: Oh, come, come now. Crying won't help.

Alice: (still crying) I know, but I... I... I just can't stop.

(Alice's tears start flooding the room)

Mac: Alice, cut it out!

Doorknob: Say, this won't do. It won't do at all. You! You up there. Stop! Stop, I say! Oh, look! The bottle. The bot- (gets interrupted as a wave of tears washes over him)

Bloo: Alice, stop crying and drink before we drown!

(Alice grabs the bottle and drinks from it, she shrinks and falls in the bottle)

Alice: Oh, dear. I do wish I hadn't cried so much.

(the Doorknob opens his keyhole and swallows Mac, Bloo, and Alice, the three of them float through the sea)

Dodo: (singing) Oh, a sailor's life is the life for me. How I love to sail o'er the bounding sea. And I never, never, never do a thing about the weather. For the weather never, ever does a thing for me. Oh, a sailor's life is the life for me. Tiddlee um. (blows his beak like a horn) Pom, pom. Deedle dum, dum dee. And I never- Ahoy! Another nautical expression. Land ho, by Jove.

Parrot: Where away, Dodo?

Alice: Dodo?

Dodo: Three points to starboard. Pull away me hearties. Have you in port in no time.

Alice: Mr. Dodo! Please! Please help us!

(the Dodo sails away, Mac, Bloo, and Alice spot another parrot, an owl and a pelican on a stick)

Alice: Um... pardon me, but, uh... would you mind helping us, please?

Mac: Come back!

(five lobsters swim by)

Alice: Yoo hoo! Yoo hoo! Help us! Please!

(a wave washes over our heroes, Alice is now submerged in water in the bottle)

Alice: (gurgling voice) Help me! (she climbs to the mouth of the bottle)

Dodo: (singing) Forward, backward, inward, outward. Come and join the chase!

(the Dodo stands on top of a rock, a group of animals run around the rock in a circle)

Dodo and other animals: Nothing could be dryer than a jolly caucus race! Backward, forward, outward, inward. Bottom to the top. Never a beginning, there can never be a stop!

(a big wave rolls in)

Dodo: To skipping, hopping, tripping. Fancy free and gay! I started it tomorrow, but will finish yesterday.

Dodo and animals: Round and round and round we go, until forever more. Once we were behind, but now we find we are...

Dodo: Forward, backward, inward, outward. Come and join the chase! Nothing could be dryer than a jolly caucus race! (he notices Mac, Bloo, and Alice face down in the sand with the animals walking over them) I say, you'll never get dry that way.

Alice: Get dry?

Mac: What're you talking about?

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

Alice: But how can we-

(another big wave rolls in, Mac, Bloo, and Alice are now running with the animals)

Dodo: That's better. Have you dry in no time now.

Bloo: Nobody can get dry like this!

Dodo: Nonsense. Why, I'm as dry as a boat already.

Alice: Yes, but-

(another wave rolls in)

Dodo: All right, chaps, look lively!

(Mac and Bloo follow Alice riding on a bird)

Mac: Look!

Alice: The White Rabbit!

(the White Rabbit washes on the beach in an umbrella)

Alice: Mr. Rabbit! Mr. Rabbit!

White Rabbit: (looks at his watch) Oh, my goodness! I'm late! I'm late!

Alice: Oh, don't go away. We'll be right back.

White Rabbit: I'm late, I'm late, I'm late! (shakes water off his feet and runs into the forest)

Dodo: Watch it there! Stop kicking that mackerel.

(Mac, Bloo, and Alice follow the Rabbit into the forest)

Alice: Mr. Rabbit! Oh, Mr. Rabbit! Oh, dear.

Bloo: Aw, man.

Alice: I'm sure he came this way. Do you suppose he could be hiding?

Mac: Maybe.

(the three friends look around, Tweedle Dum and Tweedle Dee follow them unnoticed)

Alice: Hmm. Not here. (looks in a log) I wonder... (she enters, Mac and Bloo follow)

(Tweedle Dum and Tweedle Dee dance to the other side of the log, Alice and her friends come out)

Mac: Well, he's not in there.

Alice: No. I suppose he must have- (turns around and gasps in surprise when she sees Tweedle Dee and Tweedle Dum)

Mac: Who are these guys?

Alice: Why, what peculiar little figures. (reads their names on their collars) Tweedle Dee and Tweedle Dum. (pokes Tweedle Dum, causing him to honk)

Tweedle Dum: If you think we're waxworks, you ought to pay, you know. (elbows Tweedle Dee, making him honk)

Tweedle Dum: If you think we're alive, you ought to speak to us.

(the Tweedles bump each other and dance, honking and beeping as they do so)

Tweedle Dum and Tweedle Dee: That's logic!

Alice: Well, it's been nice meeting you. Good-bye.

(Tweedles Dum and Dee block Mac, Bloo, and Alice's path as they are about to leave)

Tweedle Dum: You're beginning backwards.

Tweedle Dee: Aye, the first thing is to say...

Tweedle Dee and Tweedle Dum: (singing) "How do you do" and shake hands, shake hands, shake hands. "How do you do" and shake hands. State your name and business. That's manners!

Alice: Really? Well, my name is Alice and these are my friends Mac and Bloo. And we're following a white rabbit. So-

(Tweedles Dum and Dee block Alice and her friends again before they can leave)

Tweedle Dee: Oh, you can't go yet.

Tweedle Dum: No. The visit is just started.

Alice: We're really sorry.

Tweedle Dum: Like to play hide-and-seek...

Tweedle Dee and Tweedle Dum: Or button, button, who's got the button?

Alice: No thank you.

Tweedle Dum and Tweedle Dee: If you stay long enough, we might have a battle. (they hit each other and honk)

Alice: That's very kind of you. But we must be going.

Tweedles: Why?

Alice: Because we're following a white rabbit.

Tweedles: Why?

Mac: We're just curious about where he's going.

Tweedle Dee: Oh, they're curious.

Tweedles: Tsk, tsk, tsk.

Tweedle Dum: The oysters were curious, too.

Tweedle Dee: Aye. And you remember what happened to them.

Tweedles: (sobbing) Poor things.

Bloo: What happened to 'em?

Tweedles: Oh, you wouldn't be interested.

Alice: But we are.

Tweedles: Oh, no. You're in much too much of a hurry.

Alice: Well, perhaps we could spare a little time.

Tweedles: You could? (they sit Mac, Bloo, and Alice on a log) Well...

Tweedle Dum: The Walrus and the Carpenter. (nudges his twin)

Tweedle Dee: Or the story of the curious oysters.

(the Tweedles dance)

Tweedle Dum: (singing) The sun was shining on the sea, shining with all its might.

Tweedle Dee: He did his very best to make the billows smooth and bright.

Tweedle Dum: And this was odd because it was...

Tweedles: The middle of the night.

(the story depicts a beach at half daytime and half nighttime, the Walrus and the Carpenter walk on the beach)

Tweedle Dee: The Walrus and the Carpenter were walking close at hand. The beach was wide from side to side, but much to full of sand.

Carpenter: Mr. Walrus.

Tweedle Dee: Said the Carpenter.

Carpenter: My brain begins to perk. We'll sweep this clear in 'alf a year, if you don't mind the work.

Walrus: Work! (clears his throat) The time has come.

Tweedle Dum: The Walrus said.

Walrus: To talk of other things. Of shoes and ships and sealing wax. And cabbages and kings. (singing) And why the sea is boiling hot. And whether pigs have wings. Calloo, cally, no work today. We're cabbages and kings.

(the Walrus tosses the Carpenter into a hole in a rock over the water, his hammer lands on his bottom, his head is pushed underwater, he sees the oysters, the oysters hide, the Carpenter whistles to tell the Walrus about the oysters, the Walrus looks hungry, he pauses when he sees his friend about to go into the water with his hammer raised, he pulls him back and bonks him with his cane and gestures to let him to the talking, he walks into the water, the oysters peek out of their shells and hide again, the Walrus taps on two of them)

Walrus: Oh... oysters, come and walk with us. The day is warm and bright. A pleasant walk, a pleasant talk would be a sheer delight.

Carpenter: Should we get hungry on the way, we'll stop and uh... have a bite.

(the Walrus clears his throat and hits the Carpenter with his cane to keep him quiet)

Tweedle Dee: But Mother Oyster winked her eye and shook her heavy head. She knew too well this was no time to leave her oyster bed.

Mother Oyster: The sea is nice, Take my advice. And stay right here.

Tweedle Dee: Mum said.

Walrus: Yes, yes, of course, of course. But ha ha! (closes Mother Oyster's shell with his cane, sings again) 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, uh... whether pigs have wings, ho ho. Callo, callay, come run away. We're the cabbages and kings.

(the Walrus plays his cane like a flute, the oysters follow him across the seabed, they leave the water, the Carpenter whistles as he collects pieces of wood, the oysters dance as they follow the Walrus, the Carpenter builds a restaurant in seconds, he follows the Walrus and the oysters inside, the Walrus clears his throat and puts on a bib)

Walrus: Well, now, uh... let me see...

(the Carpenter takes his seat)

Walrus: Ah, a loaf of bread is what we chiefly need.

(the Carpenter rushes into the kitchen, the Walrus is about to eat two oysters)

Carpenter: How about some pepper, salt, and vinegar, eh?

Walrus: (puts the oysters down and picks up a menu) Oh, yes, yes. Splendid idea. (laughs) Very good, indeed.

(the Carpenter goes back into the kitchen)

Walrus: Now... if you're ready, oysters, dear... (chuckles sinisterly) we can begin the feed.

(the menu reads, "Special Today: Oysters on the half shell")

Oysters: Feed?

Walrus: Oh, yes, uh... the time has come, my little friends, to talk of food and things.

(the Carpenter is mixing sauces in the kitchen)

Carpenter: (singing) Of peppercorns and mustard seed, and other seasonings. We'll mix them all together in a sauce that's fit for kings. Callo, callay, we'll eat today. Like cabbages and kings. (he whistles as he comes out of the kitchen with bread and sauce)

Walrus: I, uh... I weep for you. I (burps) Oh, excuse me. I deeply sympathize, for I've enjoyed your company much more than you realize.

Carpenter: Little oysters, little oysters!

Tweedle Dee: But answer there came none.

Tweedle Dum: And this was scarcely odd because...

Tweedle Dum and Tweedle Dee: They'd been eaten, every one!

(the Carpenter discovers the empty shells on the table, the Walrus sweats and giggles nervously, the Carpenter's face is red with rage)

Walrus: The time has come! (he runs through the door and across the beach with the Carpenter in pursuit)

Tweedles: (singing) We're cabbages and kings. The end.

Alice: That was a very sad story.

Tweedles: Aye. And there's a moral to it.

Alice: Oh, yes, a very good moral, if you happen to be an oyster. Well, it's been a very nice visit.

(Alice, Mac, and Bloo stand up, but the Tweedles sit them back down)

Tweedles: Another recitation...

Alice: I'm sorry-

Tweedles: Entitled Father William!

Alice: But really, we-

Tweedle Dee: First verse. You are Old Father William, the young man said. And your hair has become very white. And yet, you incessantly stand on your head. Do you think at your age it is right, is right? Do you think at your age it is right?

Tweedle Dum: Well, in me youth, Father William replied to his son, I'd do it again and again and again. And I'd do it again and again and again...

(Mac, Bloo, and Alice sneak away, they discover a cottage)

Alice: Now, I wonder who lives here?

(they come to the gate)

White Rabbit: Mary Ann!

Mac: I know that voice.

White Rabbit: That girl! Where did she put them? (opens the shutters, he's dressed differently) Mary Ann!

Alice: The Rabbit!

Bloo: Finally!

White Rabbit: Mary Ann! (closes the shutters and races downstairs and out the door) No use! Can't wait! I'm awfully late! Oh, me, oh, my. Oh, me, oh, my.

Alice: Excuse me, sir, but... but we've been trying to-

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

Alice: Mary Ann?

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

Alice: But late for what? That's just what we're-

White Rabbit: My gloves! (blows his trumpet) At once! Do you hear?

(the three friends enter the cottage)

Mac: Now I know how Frankie felt when she had to put up with Mr. Herriman.

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

(they head upstairs and into the Rabbit's bedroom)

Alice: Hmm... now, let me see. If I were a rabbit, where would I keep my gloves? (she opens a cookie jar) Oh, thank you. Don't mind if I do. (eats a cookie)

(Bloo helps himself to a cookie too)

Mac: Hope these are sugar-free. (eats a cookie)

(Alice hums to herself and opens a chest, she and her friends start growing)

Alice: (bumps her head) Ooh! Oh, no, no! Not again!

(the White Rabbit waits outside his cottage and looks at his watch)

White Rabbit: Oh! Mary Ann! (runs inside)

(Mac, Bloo, and Alice keep on growing, the White Rabbit opens the bedroom door)

White Rabbit: Now, you see here, Mary Ann. Help! (blows his trumpet as Alice's foot pushes him downstairs, he opens the door and gets pushed out, he panics at the sight of Alice's legs and arms sticking out of his cottage)

White Rabbit: No! Help! Monster! Help! Assistance! (blows his trumpet as he runs away)

(Alice tries in vain to get out of the cottage, Mac and Bloo are cramped inside)

Mac: I can't move.

Bloo: I'm stuck.

Alice: Oh, dear.

White Rabbit: A monster! A monster in my house, Dodo!

Alice: Dodo?

(the Rabbit comes back with the Dodo)

Dodo: Steady, old chap. Can't be as bad as all that, you know.

White Rabbit: My poor roof and rafters! All my walls and... there it is!

Dodo: By Jove! Jolly well is, isn't it?

White Rabbit: Well, do something, Dodo!

Dodo: Yes, indeed. Extraordinary situation, but...

White Rabbit: But, but, but, but, but what?

Dodo: (blows his beak) But I have a very simple solution.

Alice: Thank goodness.

White Rabbit: What is it?

Dodo: (blows his beak again) Simply pull it out the chimney.

White Rabbit: Yes! Go, go, go on! Pull it out!

Dodo: Who, me? Don't be ridiculous. What we need is a...

(Bill whistles as he walks by with a ladder)

Dodo: A lizard with a ladder!

White Rabbit: Hmm? Oh, Bill! Bill! We need a (gets his words mixed up) Can you help us?

Bill: At your service, governor.

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

Bill: Why, governor, I've been down more chimneys-

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

Bill: (goes up the ladder) Righto, governor. (looks through the window at Alice) Monster? Aah!

(Bill tries to run away, the Rabbit and the Dodo grab his tail and turn him around, he goes back up the ladder, he gets scared and tries to go back down, he clings to the Dodo who carries him up)

Dodo: That's better. Bill, lad, you're passing up a golden opportunity.

Bill: I am?

Dodo: You can be famous.

Bill: I can?

Dodo: Of course. There's a brave lad. In you go, now. Nothing to it, old boy. Simply tie your tail around the monster's neck... and drag it out.

Bill: B-b-but governor-

Dodo: (shakes Bill's hand) Good luck, Bill. (pushes him down the chimney)

(a cloud of soot bursts out of the fireplace, Mac, Bloo, and Alice are about to sneeze, the White Rabbit and Dodo take cover, Mac, Bloo, and Alice sneeze, Bill is launched out of the chimney and into the sky)

Dodo: Well... there goes Bill.

Alice: Poor Bill.

Dodo: Uh... perhaps we should try a more (lights a match for his pipe) energetic remedy.

White Rabbit: Yes! Anything! Anything, but hurry!

Dodo: I propose that we, uh...

White Rabbit: Yes? Go on, go on. Yes, yes?

Dodo: I propose that we, uh... (burns his finger) Ooh! By Jove! That's it! We'll burn the house down!

White Rabbit: Yes, burn the house... What!?

Mac and Bloo: What!?

Alice: No!

Dodo: Oh-ho... (singing) Oh, we'll smoke the blighter out. We'll put the beast to rout. Some kindling, a stick or two. Ah, this bit of rubbish ought to do. (smashes the Rabbit's clock)

White Rabbit: Oh, dear.

Dodo: We'll smoke the blighter out. We'll smoke the monster out.

White Rabbit: No! Not my beautiful birdhouse!

Dodo: Oh, we'll roast the blighter's toes. We'll toast the bounder's nose. Just fetch that gate, we'll make it clear that monsters aren't welcome here.

White Rabbit: (brings his gate over) Oh ,dear. Oh, me, oh, my.

Dodo: Match.

White Rabbit: Match? (gives the Dodo a match)

Dodo: Thank you. Without a single doubt, we'll smoke the monster out.

White Rabbit: We'll smoke the monster o- No! My poor house and furniture!

Alice: Oh, dear, this is serious.

Mac: Well, duh.

Alice: We simply must- (gasps) a garden! (reaches for a carrot) Perhaps if we ate something, it would make us grow smaller.

(the White Rabbit tries to protect his carrot, Alice picks him up along with the carrot)

White Rabbit: No! Let go! Help!

Alice: I'm sorry, but we must eat something.

White Rabbit: Not me! You... you... you barbarian!

(Mac, Bloo, and Alice each take a bite of the carrot, the Rabbit's hand with which he was holding the carrot gets tucked under his sleeve, he thinks it got bitten off)

White Rabbit: Help! (his hand peeks back out)

(Mac, Bloo, and Alice become tiny)

White Rabbit: Monsters! (bumps into Alice's foot and tumbles down the stairs) Help! (looks at his watch) Ah! I'm late! (rushes outside) I'm here! I should be there!

Dodo: I say! Do you have a match?

White Rabbit: (shakes the Dodo's hand) Must go! Good-bye! I'm late, I'm late, I'm late!

(Alice, Mac and Bloo crawl out under the door)

Alice: Wait! Please wait!

Dodo: Ah, young lady, do you have a match?

Alice: No. I-I I'm sorry. Mr. Rabbit!

Mac: Wait for us, Alice!

Dodo: No cooperation. No cooperation at all. Well, can't have monsters about. Jolly well, have to carry on alone. (rubs two pieces of broken furniture together and blows on it)

(the Rabbit passes through a garden)

Alice: Wait. Please! Just a minute! (she and her friends pass through the flowers) Oh, dear. We'll never catch him while we're this small.

(a flock of bread and butterflies fly by and land on a leaf, they form a loaf of bread)

Alice: Why... what curious butterflies.

Rose: (off-screen) You mean bread and butterflies.

Alice: Oh, yes, of course- hmm? Now, who do you suppose...?

(the rocking horsefly appears and whinnies)

Alice: A horsefly. I mean, uh... a rocking horsefly.

Rose: Naturally.

Alice: I beg your pardon, but, uh... did you...?

Mac: That's ridiculous, Alice. Flowers can't talk.

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

Snooty Flower: If there's anyone worth talking to.

Daisy: Or about. (laughs)

Petunias: And we sing, too.

Alice: You do?

Tulip: Oh, yes. Would you like to hear Tell It To the Tulips?

Blue Flowers: No. Let's sing about us.

(the rest of the flowers argue about whose song should be sung)

Rose: Girls! We shall sing Golden Afternoon. That's about all of us. Sound your "A", Lily.

Lilly: La...

Petunias: Mi, mi, mi, mi, mi, mi, mi, mi, mi, mi, mi...

Daisy: La, la, la, la, la, la, la, la, la...

Snooty Flower: Ah, ah, ah, ah, ah, ah, ah...

Clover: Dum du dum dum...

(the flowers sing in harmony)

Flowers: Little bread and butterflies kiss the tulips, and the sun is like a toy balloon. There are get-up-in-the-morning glories in the golden afternoon. There are dizzy daffodils on the hillside. Strings of violets are all in tune. Tiger lilies love the dandelions in the golden afternoon. The golden afternoon. There are dog and caterpillars and a copper centipede, where the lazy daisies love the very peaceful life they lead. You can learn a lot of things from the flowers, for especially in the month of June.

White Rose: There's a wealth of happiness and romance, all in the golden afternoon.

(the Daisy rings bell-shaped flowers, the Rose leads an orchestra of flowers that act like flutes and tubas, the Snooty Flower plays a harp-like flower, the Rose whispers to the bread and butterflies, they fly to Alice and bring her to the petunias)

Flowers: All in the golden afternoon. The golden afternoon.

Alice: You can learn a lot of things from the flowers, for especially in the month of June. There's a wealth of happiness and romance... (her voice breaks)

Flowers: The golden afternoon.

(one flower plays three thistles like drums, the song ends when a yellow flower uses two flowers that are part of her as cymbals, Alice applauds)

Alice: Oh, that was lovely!

Rose: Thank you, my dear.

Daisy: What kind of garden do you come from?

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

Daisy: (gasps) Do you suppose they're wildflowers?

Alice: (giggles) Oh, no. We're not wildflowers.

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

Alice: Well, I suppose you'd call me a genus humanus Alice.

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

Snooty Flower: Come to think of it, did you ever see an Alice?

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

Snooty Flower: (smells Alice's hair) And no fragrance.

Lilly: Just look at those stems!

Snooty Flower: Rather scrawny, I'd say.

Young Pansy: I think they're pretty.

Flower: Quiet, bud.

Alice: But I'm not a flower!

Snooty Flower: Aha! Just as I suspected. (whispers to the Rose) She's nothing but a common mobile vulgaris. And her friends belong to the same genus as her.

Flowers: Oh, no!

Alice: A common what?

Snooty Flower: To put it bluntly, a weed!

Bloo: We're not weeds!

Tulip: Well, you wouldn't expect them to admit it.

(the flowers panic and push Mac, Bloo, and Alice, they land beside the petunias)

Petunias: We don't want weeds in our bed!

(the flowers blare and snarl at the three friends, one barks)

Alice: All right, if that's the way you feel about it. If I were my right size, I could pick every one of you if I wanted to!

Bloo: We'd step on you!

Mac: Yeah!

Alice: And I guess that'd teach you.

(two daffodils pour water from a plant on Alice and her friends, they slide away, the flowers laugh, Alice dries herself off)

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

Mac: Maybe we should've just told 'em we weren't plants.

(the three friends see a trail of letters made of colorful smoke, they follow it and discover the Caterpillar)

Caterpillar: (singing) A, E, I, O, U. A, E, I, O, U. A, E, I, O, U. O, U, E, I, O, A. U, E, I, A. A, E, I, O, U. (he notices Mac, Bloo, and Alice next to the mushroom he's sitting on) Who... are... you?

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

Caterpillar: I do not see. 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: I can't put it more clearly, for it isn't clear to me.

Caterpillar: You? Who are you?

Alice: Well, don't you think you ought to tell me- (coughs from a smoky U blown in her face) Who... you are first?

Caterpillar: Why?

Alice: Oh, dear. Everything is so confusing.

Bloo: I'll say!

Caterpillar: It is not.

Alice: Well, it is to us.

Caterpillar: Why?

Alice: Well, I can't remember things as I used to. And-

Caterpillar: Recite.

Alice: Hmm? Oh! Oh, oh, yes, sir. Um... how doth the little busy bee... improve each-

Caterpillar: Stop! That is not spoken correcti-cally. It goes... how... (he barely breathes out any smoke, he looks at and shakes his hookah, he notices two of his other hands are squeezing the pipe, he slaps them and they let go)

(Mac, Bloo, and Alice giggle)

Caterpillar: A-hem. How doth the little crocodile... improve his shining tail... and pour the waters of the Nile... on every golden scale? How cheer- (he shakes a little) how cheer- (he notices his hind legs are shaking from dangling off the leaf, he clears his throat and pulls them up)

(Alice giggles again)

Caterpillar: How cheerfully he seems to grin. How neatly spreads his claws. And welcomes little fishes in... with gently smiling jaws.

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

Caterpillar: I know. I have improved it. (blows two smoke rings at Alice)

Alice: Well... (coughs) if you ask me-

Caterpillar: You? (scoffs) Who are you? (blows a smoky R and U in Alice's face)

(Alice coughs and sneezes)

Mac: Come on, guys.

Alice: Oh! (she walks off in disgust with a pink smoke cloud stuck on her right foot, she shakes it off and leaves with Mac and Bloo behind her)

Caterpillar: You there! Girl! Boy! Blue thing! Wait! Come back! I have something important to say!

Alice: Oh, dear. I wonder what he wants now.

(Alice, Mac, and Bloo go back to where the Caterpillar is, he's blowing blue and white smoke rings)

Mac: Well?

Caterpillar: Keep your temper. (he blows out more smoke to make a bulls eye, followed by an arrow to hit it)

Alice: Is that all?

Caterpillar: No. Exacti-cally what is your problem?

Alice: Well, it's exactic- Exactic- Well, it's precisely this... We should like to be a little larger, sir.

Caterpillar: Why?

Bloo: Because 3 inches is a dumb height. And-

Caterpillar: (stands on his hind legs, making himself exactly 3 inches high, he turns purple) I am exactically three inches high, and it is a very good height indeed! (turns red and engulfs himself in smoke as he smokes his hookah)

Alice: But we're not used to it, and you needn't... shout!

(the smoke clears away, the Caterpillar's face is gone and his body is now empty, his hands and feet are no longer attached to his body, Mac and Bloo gasp)

Alice: Oh, dear.

Caterpillar: (now a butterfly in the air) By the way, I have a few more helpful hints. One side will make you grow taller...

Mac: One side of what?

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

Alice: The other side of what?

Caterpillar: (flies down to Alice, red with rage) THE MUSHROOM, OF COURSE!!! (flies away)

Bloo: Yeesh, sensitive.

Alice: (looks at both sides of the mushroom) Hmm. (rips two pieces from opposite sides) One side will make us grow... But which is which? Hmm. After all that's happened, I... I wonder if I... I don't care. (bites the piece of mushroom in her right hand) I'm tired of being only 3 inches high. (she yelps as she grows rapidly until she towers over the trees)

Mac: I think we now know which ones to use.

Bloo: Hope she doesn't step on us.

(a bird in a nest on Alice's head looks around and down at Alice's body)

Bird: A serpent! (flies around) Help! Help! Serpent! Serpent!

Alice: Oh, but please! Please!

Bird: Off with you! Shoo! Shoo! Go away! Serpent! Serpent!

Alice: But I'm not a serpent!

Bird: Indeed? Then just what are you?

Alice: I'm just a little girl.

Bird: Little? Ha! Little? (laughs)

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

Bird: And I suppose you don't eat eggs, either.

Alice: Yes, I do. But- but-

Bird: (gasps) I knew it! I knew it! Serpent! Serpeeeeeeeeent!

Alice: Oh, for goodness sake! Hmm... (looks at the piece of mushroom in her left hand) And the other side will...

Bird: (gathers her eggs) The very idea! Spend all my time laying eggs for serpents like her!

(Alice bites the mushroom in her left hand, she quickly shrinks, the Bird lands in her nest, Alice is tiny again like Mac and Bloo, the Bird catches her eggs and catches the last one with her foot)

Mac: You okay, Alice?

Alice: Goodness. I wonder if I'll ever get the knack of it. (she raises her left arm above her head and licks the mushroom in her right hand, she's instantly back to her normal size) There. That's much better.

Bloo: Hello? Aren't we forgetting something?

(Alice hands the mushroom to Mac, he takes a small bite and returns to his original size)

Mac: Whoa!

(Mac gives the mushroom to Bloo, he takes a tiny bite and grows back to normal)

Bloo: Whoa! Wow, thanks. (gives the mushroom back to Alice)

Alice: Hmm. Better save these. (puts the mushroom pieces in her pocket)

Mac: Good idea.

(our heroes come to a few trees surrounded by paths, the trees have signs on them)

Alice: Now, let's see. Where were we?

Mac: We were following the White Rabbit.

Alice: Hmm. I wonder which way we ought to go.

Cheshire Cat: (singing off-screen) 'Twas brillig. And the slithy toves did gyre and gimbel in the wabe. All mimsy were the borogoves. And the momeraths outgrabe.

Alice: Now, where in the world do you suppose that...

Cheshire Cat: Lose something?

Alice: Oh!

(Mac and Bloo gasp, Alice giggles and stutters as she and her friends see the Cheshire Cat's grin in the trees)

Cheshire Cat: That's quite all right. One moment, please. (his eyes appear, he makes off-key harmonica music with his teeth) Ooh! (makes more harmonica music, the rest of his body becomes visible) Second chorus. 'Twas brillig. And the slithy toves did gyre and gimbel in the wabe.

Alice: Why... why, you're a cat.

Bloo: What kinda cat are you?

Cheshire Cat: A Cheshire Cat. All mimsy were the borogoves. (he starts to disappear as he moves his tail over his body)

Alice: Oh, wait. Don't go, please!

Cheshire Cat: (peeks from under his tail) There you are. (the rest of him reappears) Third chorus.

Alice: Oh, no, no, no. Thank you, but I just wanted to ask which way we ought to go.

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

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

Cheshire Cat: Then... it really doesn't matter... which way... you go. (he drifts down and vanishes, he sings as his paw prints come towards Alice and her two friends, the paw prints go around them and rejoin, he becomes visible again as he jumps back in another tree) Oh, by the way... if you'd really like to know, he went... that way. (points to his right)

Alice: Who did?

Cheshire Cat: The White Rabbit.

Bloo: He did?

Cheshire Cat: He did what?

Alice: (points) Went that way.

Cheshire Cat: Who did?

Alice: The White Rabbit.

Cheshire Cat: What rabbit?

Mac: You're totally messing with us, aren't you?

Cheshire Cat: (literally stands on his head) Can you stand on your head?

Mac: (sarcastically) Ha-ha. Nice trick.

Cheshire Cat: However... if I were looking for a White Rabbit... I'd ask the Mad Hatter. (points to his left)

Alice: Mad Hatter? (sees a sign that reads, "Mad Hatter") No, I don't-

Cheshire Cat: Or... there's the March Hare... in that direction. (points the other way)

Alice: Thank you. I think we shall visit him.

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

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

Cheshire Cat: Oh, you can't help that. Most everyone's mad here. (laughs then gasps) You may have noticed... that I'm not all there myself. (he disappears and sings, his grin is the last part of him that goes away)

Alice: Goodness. If people here are like that, we... we must try not to upset them. (she, Mac, and Bloo come to the Mad Hatter's cottage) How very curious.

(the three friends hear the Mad Hatter and March Hare singing The Unbirthday Song as they head through the gate and behind a big chair at a big table, they peek from behind it to see different teapots making music)

Bloo: Cool, a tea party!

(the friends can't see through the steam, Alice looks through a row of teapot handles)

March Hare: (singing) A... very Merry Unbirthday to me.

Mad Hatter: To who?

March Hare: To me.

Mad Hatter: Oh, you.

March Hare: A very Merry Unbirthday to you.

Mad Hatter: Who, me?

March Hare: Yes, you.

Mad Hatter: Oh, me.

March Hare: Let's all congratulate us with another cup of tea. A very Merry Unbirthday to aaaallllll you.

(Alice applauds, the Mad Hatter and March Hare see her and her friends at the end of the table, they rush over)

Mad Hatter and March Hare: No room! No room! No room! No room! No room! No room! No room!

Mac: What're you talking about? There's plenty of room.

March Hare: Ah, but it's very rude to sit down without being invited.

Mad Hatter: I'll say it's rude! It's very, very rude, indeed!

Dormouse: Very, very, very rude indeed.

Alice: Oh, I'm very sorry. But we did enjoy your singing, and I wondered if you could tell us-

March Hare: You enjoyed our singing?

Mad Hatter: Oh, what a delightful child! (gets his elbow stuck in a teacup) I'm so excited! We never get compliments. You and your friends must have a cup of tea!

March Hare: Ah, yes, indeed. The tea. You must have a cup of tea. (pours a saucer, teacup, tea, and two sugar cubes from a teapot)

Alice: That would be very nice. We're sorry we interrupted your birthday party.

March Hare: Birthday? (chuckles) My dear child, this is not a birthday party!

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

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

Bloo: Yeah, what's an unbirthday?

March Hare: It's very simple. Now, 30 days have Sept- No. An unbirthday... if you have a birthday, then... you... (chuckles) they don't know what an unbirthday is.

Mad Hatter: How silly! (laughs) Well... (tries to speak but gurgles, sprays steam from a teapot in his mouth) I shall elucidate.

(the March Hare leads an orchestra of teapots)

Mad Hatter: Now, statistics prove... prove that you've one birthday.

March Hare: Imagine, just one birthday every year.

Mad Hatter: Ah, but there are 364 unbirthdays.

March Hare: Precisely why we're gathered here to cheer!

Mac: Oh, I get it. Any day that isn't your birthday is an unbirthday, right?

Alice: Why, then today's my unbirthday, too.

Mac: And mine.

Bloo: Mine, too.

March Hare: It is?

Mad Hatter: What a small world this is.

March Hare: In that case...

(the March Hare and Mad Hatter dance around Mac, Bloo, and Alice)

March Hare: (singing) A very Merry Unbirthday.

Alice: To us?

Mad Hatter: (removes his hat to reveal a cake) To you.

March Hare: A very Merry Unbirthday.

Alice: For us?

Mad Hatter: For you. Now, blow the candle out, my dear and make your wish come true.

(Alice blows the candle, the cake launches into the air)

Mad Hatter and March Hare: A very Merry Unbirthday... to you!

(the cake explodes in a display of fireworks, the Dormouse appears and drifts down as he hangs from a small umbrella)

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. (he drifts into a teapot, the Mad Hatter puts the lid on)

Alice: (claps) That was lovely.

Mad Hatter: And now, my dear, you were saying you would like to seek... pardon me. (takes a bite of his saucer he dipped in his tea) You and your friends were seeking some information of some kind?

Alice: Oh, yes. You see, we're looking for-

Mad Hatter: Clean cup! Clean cup! Move down! (takes Alice's hand)

Alice: But I haven't used my cup.

March Hare: (singing) Clean cup, clean cup. Move down, move down. Clean cup, clean cup, move down.

(everyone moves down to another part of the table)

Mad Hatter: Would you like a little more tea?

Mac: We didn't even have any tea yet.

Alice: He's right. So we 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.

Alice: But I only meant-

Mad Hatter: And now, my dear, something seems to be troubling you and your friends. Won't you tell us all about it?

March Hare: Start at the beginning.

Mad Hatter: Yes, yes. And when you come to the end... (chuckles) stop, please.

Alice: Well, it all started while we were sitting on the riverbank with Dinah.

March Hare: Very interesting. Who's Dinah? (pants like a dog)

Alice: Why, Dinah's my cat. You see-

Dormouse: Cat? Cat! (panics and runs across the table)

(the Mad Hatter and the March Hare chase and get a hold of the Dormouse)

March Hare: Get the jam!

Mac: (hands Alice a jar of jam) Here, Alice!

(Alice takes the jam and rubs it on the Dormouse's nose)

Dormouse: C-c-cat... (calms down)

Mad Hatter: Oh, my goodness. Those are the things that upset me.

March Hare: (to Alice) See all the trouble you've started?

Alice: But really, I didn't think-

March Hare: Ah, but that's the point. If you don't think, you shouldn't talk.

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

Alice: But we still haven't-

March Hare: Move down, move down. Move down, move down.

(everybody moves down to the end of the table)

Mad Hatter: And now, my dear, as you were saying?

Alice: Oh, yes. We were sitting on the riverbank with, um... with you know who.

Mad Hatter: I do? (chuckles)

Alice: I mean my c-a-t.

Mad Hatter: Tea!

March Hare: (cuts a teacup in half) Just half a cup, if you don't mind. (he lets the Mad Hatter fill his cup)

Mad Hatter: Come, come, my dear, don't you care for tea?

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

March Hare: If you care for tea, you could at least make polite conversation.

Alice: Well, we've been trying to ask you...

March Hare: (taps the table with a gavel) I have an excellent idea. Let's change the subject. (hits the Mad Hatter)

Mad Hatter: (speaks through his hat) Why is a raven like a writing desk?

Alice: Riddles? Let me see, now. Why is a raven like a writing desk?

Mad Hatter: I beg your pardon?

Bloo: Why's a raven like a writing desk?

Mad Hatter: Why is a- what!?

March Hare: Careful. They're stark raving mad.

Mac: But it's your dumb riddle!

Alice: You just said-

Mad Hatter: 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 we just haven't the time!

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

(the White Rabbit appears)

White Rabbit: No, no, no, no. No time, no time, no time. Hello. Good-bye. I'm late! I'm late!

Alice: The White Rabbit!

White Rabbit: Oh, I'm so late. I'm so very, very late.

Mad Hatter: (takes the Rabbit's watch) Well, no wonder you're late. Why, this clock is exactly two days slow.

White Rabbit: Two days slow?

Mad Hatter: Of course you're late. (dips the watch in tea) My goodness. We'll have to look into this. (uses a salt container as an eyepiece, salt pours into the watch) Aha! I see what's wrong with it. (picks the inside parts out with a fork) Why, this watch is full of wheels.

White Rabbit: Oh, my poor watch. Oh, my wheels and springs. But-but-but-but-but-but-

Mad Hatter: Butter! Of course! It needs some butter. Butter!

March Hare: (yells in the Rabbit's ear) Butter!

White Rabbit: But-butter? (picks up a plate of butter)

Mad Hatter: (takes the butter) Butter. Thank you. Butter. (spreads butter over the watch) That's fine.

White Rabbit: Oh, no, no, no, no. You'll get crumbs in it!

Mad Hatter: Oh, this is the very best butter. What are you talking about?

March Hare: Tea?

Mad Hatter: Tea! Oh, I never though of tea. Of course. (pours tea in the watch)

White Rabbit: No! Not tea!

March Hare: Sugar?

Mad Hatter: Sugar. Two spoons. Two spoons. Thank you. (shoves two spoons inside)

White Rabbit: Oh, please, be careful!

March Hare: Jam?

Mad Hatter: Jam! I forgot all about the jam. (puts jam in the watch)

March Hare: Mustard!

Mad Hatter: Mustard, yes. Mu- Mustard? Don't let's be silly. Lemon. That's different. (squeezes a lemon over the watch, the juice drips in) There. (closes the watch and cuts the jam around it) That should do it.

(the White Rabbit's watch goes berserk)

Mad Hatter: Look at that!

March Hare: It's going mad.

Alice: Goodness.

(Mac and Bloo gasp)

White Rabbit: Oh, dear.

(the watch keeps going crazy)

March Hare: Mad watch. Mad watch. Mad watch!

(the watch won't stop)

March Hare: There's only one way to stop a mad watch. (smashes the watch with the gavel)

Mad Hatter: Two days slow, that's what it is. (moves the watch aside)

White Rabbit: (crying) Oh, my watch.

Mad Hatter: It was?

White Rabbit: And it was an unbirthday present, too.

March Hare: In that case...

(The Mad Hatter and March Hare grab the White Rabbit by his arms)

Mad Hatter and March Hare: (singing) A very Merry Unbirthday... to... you! (they toss him and wave goodbye)

Alice: Mr. Rabbit! Oh, Mr. Rabbit! (she, Mac, and Bloo head through the gate) Oh, now where did he go to? (she and her friends look behind them and see the Mad Hatter, March Hare, and Dormouse celebrating their unbirthday again) Of all the silly nonsense. This is the stupidest tea party I've ever been to in all my life.

Bloo: I'll say! I didn't get to have any tea.

(the three friends head down a trail)

Alice: Well, I've had enough nonsense. I'm going home. Straight home.

Mac: You said it, Alice. This place is getting to weird for us.

Alice: That Rabbit. Who cares where he's going anyway? If it hadn't been for him, we- (she and her friends come to the entrance to Tulgey Wood, she reads the sign) "Tulgey Wood." Hmm. Curious. I don't remember this.

Mac: Maybe there's a way back to the real world through here.

(walking pairs of glasses with pointed noses watch from the shadows)

Alice: Now, let me see...

(a pair of glasses lands on Alice's shoulders and in front of her face, a mirror-headed bird lands on a branch)

Bloo: Alice, you got something on your face.

(Alice turns and sees the mirror bird)

Alice: Oh!

(the eyes of the glasses appear in the face of the mirror bird)

Alice: (takes the glasses off and sets them next to the mirror bird) No, no, please. No more nonsense.

(the two creatures watch the three friends leave)

Alice: Now, if we came this way, we should go back this way. (steps over a log and accidentally steps on a horn duck) I beg your pardon.

(the family of duck horns scurries to a pond, the babies enter first, the mother honks angrily at Alice before swimming away, a drum frog and a cymbal frog croak and hop across lily pads, they make the sounds of the instruments that they're made of every time they land)

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

(our heroes see five umbrella birds playing in the water)

Alice: Oh, um... excuse me! Could one of you tell-

(the umbrella birds squeak and fly into the trees, they glare at Mac, Bloo, and Alice)

Alice: Uh... never mind.

(our heroes walk away from the umbrella birds and deeper into Tulgey Wood, they hear a bird cawing)

Alice: Oh, dear. It's getting dreadfully dark, and nothing looks familiar.

(a shovel bird digs two holes in the ground)

Alice: We shall certainly be glad to get out of- (bumps into a birdcage bird hanging from a branch) oh!

(the door on the birdcage bird opens, the birds inside fly away, the birdcage bird chases them, he catches and swallows them, putting them back in their cage, an owl with an accordion for a neck flies out of a tree, it extends and shortens its neck every time it hoots, making accordion sounds, it flies over Alice and her two friends)

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

Mac: Tell me about it. Nothing in Wonderland makes any logical sense.

(hammer birds hammer a sign on a tree)

Alice: Oh.

(pencil birds write on the sign and four more)

Alice: "Don't step on the momeraths." The momeraths?

(the momeraths pop up)

Mac: Do you guys know a way out of here?

(the momeraths run and form an arrow, they point down a path)

Alice: A path! Oh, thank goodness. (she and her friends head down the path) I just knew we'd find one sooner or later. If we hurry, I might be home in time for tea. Oh, won't Dinah be happy to see me.

Mac: I knew there'd be a way out through here!

Alice: I just can't wait till I- (gasps)

(a broom-headed dog comes in and sweeps away the path, he steps around Mac, Bloo, and Alice and sweeps the path behind him with the broom on the end of his tail as he leaves)

Bloo: Aw man...

Alice: Now we... Now we shall never get out.

Mac: What do we do?

Alice: Well... when one's lost, I suppose it's good advice to stay... (sits on a rock) until someone finds you. But... but who'd ever think to look for us here? Good advice. If I'd listened earlier, we wouldn't be here. But that's just the trouble with me. I give myself very good advice... (singing) 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. Well... I went along my merry way... and I never stopped to reason. (starts crying) I should have known... there'd be a price to pay... someday.

Chorus: Someday.

Alice: Someday.

Chorus: Someday.

Alice: I give myself... very good advice, but I very seldom follow it. (sobs) Will I ever learn... to do the things I should?

Chorus: Will I ever learn... Learn to do the things I should?

(Alice keeps crying, a crescent moon appears up above)

Mac: Man, we never should've followed the White Rabbit in the first place.

Bloo: Yeah, this is all his fault.

Mac: We're never gonna see our friends again. They said they were gonna miss us. Now, they're really gonna miss us. At least we're still together. Right, Bloo?

Bloo: You got that right, Mac.

(our heroes hear the Cheshire Cat singing, the moon becomes his mouth, the rest of him appears in a tree)

Cheshire Cat: (singing) And the momeraths outgrabe.

Alice: Oh, Cheshire Cat, it's you!

Cheshire Cat: Whom did you expect? The White Rabbit, perchance?

Alice: Oh, no, no, no. We're through with rabbits. We want to go home, (blows her nose) but we can't find our way.

Cheshire Cat: Naturally. That's because you have no way. All ways here, you see, are the queen's ways.

Mac: We haven't even met the queen.

Cheshire Cat: You haven't? You haven't? Oh, but you must! She'll be mad about you. Simply mad. (laughs) And the momeraths outgrabe.

Alice: Please! Please!

Bloo: How do we find her?

Cheshire Cat: Well, some go this way, (points left) some go that way, (points right) but as for me, myself, personally, I prefer the shortcut. (pulls a branch like a lever to reveal a doorway in the tree that leads to the hedge maze, he vanishes)

Alice: Oh!

(Mac, Bloo, and Alice step through, they hear singing as they navigate the maze)

Card Painters: (singing) Painting the roses red. We're painting the roses red. We dare not stop or waste a drop. so let the paint be spread. We're painting the roses red. We're painting the roses red. Oh... painting the roses red. And many a tear we shed.

3 Card: Because we know...

2 and 3 Cards: They'll cease to grow.

Ace Card: In fact, they'll soon be dead.

Card Painters: Oh! And yet we go ahead. Painting the roses red. Red, red, red, red. Red, red, red, red. Painting the roses red. We're painting the roses red.

Alice: Oh, pardon me, but, Mr. Three, why must you paint them red?

Cards: Huh? Oh!

3 Card: Well, the fact is, Miss, we planted the white roses by mistake. And...

Card Painters: The queen, she likes them red. If she saw white instead...

2 Card: She'd raise a fuss.

Ace Card: And each of us...

3 Card: Would quickly loose his head.

(Mac and Bloo gasp)

Alice: Goodness.

Card Painters: Since this is the thought we dread, we're painting the roses red.

Alice: Oh, dear. Then let us help you. Painting the roses red.

Alice and Card Painters: 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.

2 Card: Not pink.

Ace Card: Not green.

Alice: Not aquamarine.

Alice and Cards: We're painting the roses red.

Bloo: Watch it, will ya? You're getting paint all over me.

(a fanfare sounds, cards march through the hedge maze)

3 Card: The queen!

Ace Card: (a paint bucket lands on his head) The queen!

Alice: The queen!

Mac and Bloo: The queen?

Card Painters: The queen!

(the Card Painters throw away their ladder and paint, they lay face down on the ground, Mac, Bloo, and Alice do the same, the card soldiers march in various patterns, they whistle at one point, they all come together as one deck, the deck separates into more decks)

Voice: Cards, halt!

(the cards separate from each other, some surround our heroes and the Card Painters in a heart pattern)

Voice: Count off!

Cards: !, 2, 3, 4, 5, 6, 7, 8, 9, 10, jack!

(the White Rabbit runs in blowing his trumpet)

Alice: The Rabbit.

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

(the Queen of Hearts walks in proudly as the White Rabbit makes his speech, the cards cheer, the King of Hearts taps the White Rabbit with his fan heart, telling him that he forgot to announce him as well)

White Rabbit: And the king.

Single Voice: Hooray!

(the Queen of Hearts looks shocked and glares at the paint on her roses, she steps forward with a mean grin spreading on her face, she examines the paint)

Queen of Hearts: Hmmm! Who's been painting my roses red? WHO'S BEEN PAINTING MY ROSES RED!!?? (singing) Who dares to taint with vulgar paint the royal flower bed? For painting my roses red, someone will lose his head.

3 Card: Oh, no. Your Majesty, please. It's all his fault.

2 Card: Not me, You Grace. The ace! The ace!

Queen of Hearts: You?

Ace Card: No! Two!

Queen of Hearts: The two, you say?

2 Card: Not me! The trey!


(the cards soldiers cheer, the Card Painters are taken away)

Cards: They're going to lose their heads, for painting the roses red. It serves them right, they planted white and roses should be red. Oh, they're going to lose their heads...

Queen of Hearts: SILENCE!!! (she jumps and creates a shockwave that knocks all the cards down)

Alice: Oh, please, please. They were only-

Queen of Hearts: And who is this?

King of Hearts: Well, well, well, now, let me see, my dear. They certainly aren't hearts. Do you suppose they're clubs?

Queen of Hearts: Why, it's a little girl. And a little boy and his imaginary friend.

Alice: Yes, and we were hoping-

Queen of Hearts: Look up. Speak nicely. And don't twiddle your fingers!

(Alice stops twiddling her fingers)

Queen of Hearts: Turn out your toes. Curtsey. Open your mouth a little wider, and always say, "Yes, Your Majesty!"

Alice: Yes, Your Majesty! (curtsies)

Queen of Hearts: (giggles and pats Alice on the head) Now, where do you come from? And where are you going?

Mac: It's kinda hard to explain, Your Majesty.

Alice: We're trying to find our way home.

Queen of Hearts: YOUR WAY!!?? ALL WAYS HERE ARE MY WAYS!!!

Alice: Yes, I-I know. But I was just thinking-

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

Alice: Yes, Your Majesty. But I was only going to ask-

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!

(the White Rabbit blows his trumpet, the cards run around randomly)

King of Hearts: To your places. To your places. By order of the king. Hurry, hurry!

(the cards shuffle together)

Voice: Shuffle deck!

(the cards shuffle)

Voice: Cards, cut! Deal cards!

(the cards scatter)

Voice: Cards, halt!

(the cards bend up, flamingoes jump into a croquet mallet case, the Queen of Hearts rolls up her sleeves, she grabs two flamingoes, they flap wildly, the queen rejects the blue one and keeps the green one, she straightens it up, the White Rabbit brings two hedgehogs on a pillow, he sets a green one on the ground, the hedgehog yawns, the Queen of Hearts twirls her flamingo, the hedgehog rolls into a ball, Alice grabs a pink flamingo and an orange one, they squawk and flap around wildly)

Queen of Hearts: SILENCE!!!

(Alice lets go of the orange flamingo and shuts the beak of the pink one)

Mac: Sorry about that, Your Majesty.

(the queen gets ready to take her turn, she swings and misses the hedgehog, she spins around, the king urges him to move, the hedgehog runs and rolls, the queen stops spinning, the cards make sure the hedgehog rolls under all of them, the hedge hog makes sure to go under each and every card, he rolls through all of them and stops moving, the cards cheer, the queen is proud of herself)

Bloo: Hey, that's chea- (Mac covers his mouth to keep him from getting himself and his friends in trouble)

(Alice's flamingo claps his wings, Alice shrugs and claps too, the queen steps up to her hedgehog and holds her flamingo up in the air, the flamingo waves, the queen prepares to swing again, the hedgehog runs and rolls as the queen swings, all but one of the cards line up, the last card tries to catch up with the hedgehog, he dives but skids across the ground, the cards, the White Rabbit, the king, and the queen look shocked, the card stops skidding)

Queen of Hearts: Off with his head!

King of Hearts: Off with his head. Off with his head. By order of the king. You heard what she said.

Queen of Hearts: (to Alice) You're next.

Alice: Oh, but-

Queen of Hearts: My dear.

Alice: (sighs with relief and curtsies) Yes, Your Majesty.

(the queen opens her flamingo's feet and uses them as a chair)

Mac: Do your best, Alice.

(Alice prepares to swing, her flamingo droops down and laughs, the queen pretends to giggle, the cards find Alice's predicament amusing, Alice holds the flamingo by the neck to make it easier to hit the hedgehog, the flamingo straightens its legs with Alice on top of it, the cards laugh, the flamingo tickles Alice with its feet)

Alice: (laughs) Stop!

Queen of Hearts: Oh, of all the impossible...

Alice: (to the flamingo) Do you want us both to lose our heads?

Flamingo: Uh-huh. (laughs)

Alice: Well, I don't.

(Alice continues having a hard time with her flaming, the cards laugh some more, then they cheer when the flamingo holds Alice like a croquet mallet, the hedgehog nods, Alice gestures for the flamingo to come closer to her)

Flamingo: Huh?

(Alice grabs the flamingo by the neck and sets her hedgehog closer to her, she finally swings and hits the hedgehog, the cards move out of the way and lie flat to keep Alice from scoring, the hedgehog bumps into a rosebush, the queen is pleased, Alice is displeased, the queen steps up to take her turn, our heroes hear the Cheshire Cat singing, they even see his tail appear on the queen, the rest of him comes into view, his ears are missing)

Cheshire Cat: I say. How are you getting on?

Alice: Not at all.

Cheshire Cat: (his ears appear) Beg pardon?

Alice: I said, not at all.

Queen of Hearts: Who are you talking to?

Bloo: (points) She was talking to the cat.

(the Cheshire Cat disappears as the queen looks)

Queen of Hearts: Cat? Where?

(the Cheshire Cat reappears under the queen's left arm)

Alice: (points) There!

(the Cheshire Cat vanishes again before the queen can see him, she turns around, the Cheshire Cat makes himself visible again)

Mac: There he is!

(the Cheshire Cat disappears as the queen turns around again)

Queen of Hearts: I warn you, dears. If I lose my temper, you lose your heads! Understand?

Mac: Yes, Your Majesty!

(the queen goes to take her turn, the Cheshire Cat appears again)

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. (sticks the flamingo's beak under the queen's dress and vanishes)

Alice: No, no, no, stop!

(the queen swings , yelps, and lands upside down, her white underwear decorated with red hearts is exposed to everyone, Mac and Bloo gasp)

Alice: Oh, no!

White Rabbit: Oh, my fur and whiskers!

King of Hearts: Oh, dear! Save the queen!

(the king and cards form a barrier around the queen, they tremble in fear)

Queen of Hearts: Someone's heads will roll for this! (shoves the cards aside, her face is red with rage, points at Mac, Bloo, and Alice) Yours!

(our heroes stumble back into a group of cards)

Bloo: But we haven't done anything!

Queen of Hearts: Off with their-

King of Hearts: Consider, my dear. Couldn't they have a trial? Huh? First?

Queen of Hearts: Trial?

King of Hearts: Well, just a little trial? Hmm?

Mac and Bloo: Please?

Queen of Hearts: Hmm... (pats her husband on the head) Very well then. Let the trial begin!

(the cards cheer, our heroes stand before the queen on trial in the castle, the White Rabbit rushes in and blows his trumpet, he comes to the top of a stand)

White Rabbit: Your Majesty... members of the jury, loyal subjects... (the king reminds him again) and the king. The prisoners are charged with enticing Her Majesty, the Queen of Hearts, into a game of croquet, and thereby willfully teasing, tormenting, and otherwise annoying our beloved-

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

White Rabbit: (skips to the end of his scroll) ... thereby causing the queen to lose her temper.

Queen of Hearts: (to Mac, Bloo, and Alice) Now, are you ready for your sentence?

Alice: Sentence? But there must be a verdict first.

Queen of Hearts: Sentence first! Verdict afterward.

Mac: It doesn't work that way!

Queen of Hearts: ALL WAYS ARE-

Alice: Your ways, Your Majesty.

Queen of Hearts: Yes, my child. OFF WITH THEIR-

King of Hearts: Consider, my dear. we've called no witnesses. Couldn't we hear maybe one or two? Huh?

Queen of Hearts: Oh, very well, BUT GET ON WITH IT!!!

King of Hearts: First witness. First witness.

White Rabbit: The March Hare.

(two cards carry in the March Hare, they hold him by the ears, he's drinking tea, they toss him forward)

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: THAT'S VERY IMPORTANT!!! Jury, write that down.

(the animals in the jury write down, "very," "whatever," "nothing," and "important")

Bloo: Uh, I think you mean not important.

Queen of Hearts: SILENCE!!! Next witness.

White Rabbit: The Dormouse.

(two cards bring in a plate, they remove the cover to reveal the Dormouse's teapot)

Queen of Hearts: WELL!!??

Cards: Shh!

Queen of Hearts: (whispers) What have you to say about this?

Dormouse: Twinkle, twinkle, little bat. How I wonder...

Queen of Hearts: (whispers to the king) That's the most important piece of evidence we've heard yet. (to the jury) WRITE THAT DOWN!!!

Members of the jury: Twinkle, twinkle. Twinkle, twinkle.

Alice: "Twinkle, twinkle."

Mac: What's next?

White Rabbit: The Mad Hatter.

(the Mad Hatter arrives and bows, the guards poke his bottom with their spears, he is sent closer to the queen)

Queen of Hearts: Off with your hat!

Mad Hatter: Oh, my. (takes off his hat to reveal a teapot and teacup)

King of Hearts: Where were you when this horrible crime was committed?

Mad Hatter: I was home drinking tea. (shoots tea from his teapot into his teacup) Today, you know, is my unbirthday.

King of Hearts: Why, my dear, today is your unbirthday, too.

Queen of Hearts: It is?

Mad Hatter and March Hare: It is?

Cards: It is?

Mad Hatter, March Hare, and Cards: (singing) A very Merry Unbirthday.

Queen of Hearts: To me?

Alice: Oh, no.

Mad Hatter, March Hare, and Cards: To you. A very Merry Unbirthday.

Queen of Hearts: For me?

Mad Hatter, March Hare, and Cards: For you.

Mad Hatter: Now blow the candle out, my dear, and make your wish come true.

(the queen blows out all the candles, the cake turns into a present, the queen eagerly opens it and finds a purple crown inside)

Mad Hatter, March Hare, and Cards: A very Merry Unbirthday... to you!

(the purple crown turns into the Cheshire Cat)

Mac: Hey, Your Majesty!

Queen of Hearts: Yes, my dear?

Bloo: There he is!

Queen of Hearts: Huh? What? Who?

Alice: The Cheshire Cat.

(the Cheshire Cat disappears before the queen can grab him)

Queen of Hearts: Cat!

Dormouse: Cat! Cat!

(the Dormouse runs up the queen's face, the Mad Hatter and March Hare chase him, they climb a banner as they continue their pursuit, the banner comes down on the queen, the Mad Hatter catches the Dormouse by the tail)

King of Hearts: The jam! The jam! By order of the king!

(Alice hands the jam to the March Hare, the March Hare scoops a big bunch of jam from the jar)

Queen of Hearts: The jam! Let me have it!

(the March Hare accidentally throws the jam in the queen's face, the king tries to hit the Dormouse with a gavel but hits the queen)

Queen of Hearts: Somebody's heads are going to roll for this!

(the king passes the gavel to the March Hare, the March Hare passes it to the Mad Hatter, he passes it to Alice, the queen rips through the banner to see Alice holding the gavel and the jam)

Queen of Hearts: Aha!

(Alice throws the gavel and jam away and puts her hands in her pockets)

Alice: The mushroom. (eats both pieces)

Queen of Hearts: Off with their- (gets cut off when Alice becomes giant)

(the cards point their spears at our heroes)

Bloo: Alice, do something!

Alice: Oh, pooh. I'm not afraid of you. (picks up a few cards) Why, you're nothing but a pack of cards. (tosses them)

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

Alice: I'm not a mile high. And I'm not leaving.

Queen of Hearts: (laughs nervously) Sorry. Rule 42, you know.

Alice: And as for you, Your Majesty. Your Majesty, indeed. (starts shrinking back to her normal size) Why, you're not a queen. You're just a... a fat, pompous...

Mac: Um... Alice...

Alice: ...bad-tempered old ty- (notices that she's no longer giant) tyrant.

(Mac and Bloo try to look innocent, the queen rubs her hands while smiling and giggling sinisterly)

Queen of Hearts: And, uh, what where you saying, my dear?

Cheshire Cat: Well, she simply said that you're a fat, pompous, bad-tempered old tyrant! (laughs)

Mac: We're doomed.


(the cards swarm the courthouse, our heroes run away)

King of Hearts: You heard what Her Majesty said! Off with their heads!

(the White Rabbit blows his trumpet, Mac and Bloo scream as they and Alice flee the castle with the cards on their tail, they head into the hedge maze, our heroes, the cards, the king, and the queen run to and fro in the maze, the three friends knock a group of cards down, the queen knocks down another that collides with the group that our heroes are running through, the cards pile up and form a slide, Mac, Bloo, and Alice slide down, they, the king, the queen, the cards, Tweedle Dum, Tweedle Dee, the Mad Hatter, the March Hare, two birds, the Walrus, the Carpenter, and the oysters race around a big rock in a caucus race, the Dodo stands on top of the rock, our heroes leave the caucus race and run along the beach with the queen and her army of cards still in pursuit)

Queen of Hearts: Off with their heads! Off with their heads!

(the three friends suddenly find themselves running across the Mad Hatter's table, teapots whistle, the Mad Hatter and March Hare appear out of thin air)

Mad Hatter: Just a moment! You can't leave a tea party without having a cup of tea, you know.

Alice: But- but we can't stop now.

(the Mad Hatter and March hare lead Mac, Bloo, and Alice up a giant spoon)

March Hare: Ah, but we insist. You must join us in a cup of tea.

(they all fall in a giant teacup, the three friends swim to the surface of the sea)

Mac: (about the queen) SHE'S STILL COMING!!

(our heroes swim for their lives, the queen is still behind them)


(our heroes meet the Caterpillar floating on a mushroom, he's back in his caterpillar form but still has butterfly wings)

Alice: Mr. Caterpillar, what will we do?

Caterpillar: Who are you? (blows smoke at the three friends)

(Mac, Bloo, and Alice cough, the smoke forms a swirling pattern, the three friends continue running)

Queen of Hearts: There they go! Don't let them get away! Off with their heads!

(Mac, Bloo, and Alice float towards the Doorknob, Alice tries to open the door)

Doorknob: Ohh! Still locked, you know.

Alice: But the queen.

Bloo: She's gonna kill us!

Alice: We simply must get out.

Doorknob: (chuckles) But you are outside.

Alice: What?

Mac: What?

Doorknob: See for yourselves. (opens his keyhole)

(Mac, Bloo, and Alice look through and see themselves sleeping under the tree, Dinah lies in Alice's lap)

Alice: Why... why that's us! We're asleep.

Mac: Now I remember. We fell asleep.

Bloo: But if we're sleeping, why's this dream feel so real?

Mac: Probably because Wonderland's a place we can visit in our dreams. But we gotta wake up if we wanna get out alive!

(the queen and all the other denizens of Wonderland are closing in)

Queen of Hearts: Don't let them get away! Off with their heads!

Alice: Alice, wake up. Please wake up, Alice.

Mac: Mac, wake up!


(just when the queen and the rest of the residents of Wonderland get too close, they all disappear, Alice's desperate cries turn to the voices of her sister, she, Mac, and Bloo are back in the real world)

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

Mac: (wakes up) AHH! Whew...

(Bloo wakes up as well)

Bloo: That was close.

Alice: Hmm? Oh. Oh! How doth the little crocodile improve his 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.

Bloo: Man, Wonderland was a crazy place.

Mac: I don't want to go back there if it means getting lost again. Or even running into the queen again. She's even worse than my brother Terrence.

Alice's sister: Alice, I- Oh, well. Come along. It's time for tea.

Mac: Come on, Bloo.

(Alice picks up Dinah, she, her sister, Mac, and Bloo walk over the bridge, Alice in Wonderland (reprise) is sung)

The End

A Walt Disney production

(Welcome to Wonderland from Kingdom Hearts plays as the credits roll)


Sean Marquette as Mac

Keith Ferguson as Bloo

Kathryn Beaumont as Alice

Ed Wynn as the Mad Hatter

Jerry Colonna as the March Hare

Richard Haydn as the Caterpillar

Sterling Holloway as the Cheshire Cat

Verna Felton as the Queen of Hearts

J. Pat O'Malley as Tweedle Dum, Tweedle Dee, the Walrus, the Carpenter, and Mother Oyster

Bill Thompson as the White Rabbit and the Dodo

Heather Angel as Alice's sister

Joseph Kearns as the Doorknob

Larry Grey as Bill the Lizard

Queenie Leonard as the Snooty Flower and the Bird in the Tree

Dink Trout as the King of Hearts

Doris Lloyd as the Rose

Jimmy MacDonald as the Dormouse

Larry Grey and the Mellomen as the Card Painters

Don Barclay as the Other Cards

Lucille Bliss as the Flowers

Pinto Colvig as the Flamingos

Tommy Luske as the Young Pansy

Marni Nixon as the Singing Flowers

Norma Zimmer as the White Rose


Alice in Wonderland

In a World of My Own

I'm Late

The Sailor's Hornpipe

The Caucus Race

How Do You Do and Shake Hands?

The Walrus and the Carpenter

Old Father William

Smoke the Blighter Out

All in the Golden Afternoon


'Twas Brillig

The Unbirthday Song

Very Good Advice

Painting the Roses Red

The Unbirthday Song (reprise)

The Caucus Race (reprise)

Alice in Wonderland (reprise)

Ending song: Welcome to Wonderland

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