Directed by Dallas Bower, the film stars Carol Marsh as Alice, Stephen Murray as Lewis Carroll, and Raymond Bussières as The Tailor.

Stephen Murray is seen as Lewis Carroll and provides the voice of the Knave of Hearts, and Felix Aylmer, who played Polonius in Olivier's Hamlet, plays Dr. Liddell, father of Alice Liddell, the real-life inspiration for Alice; he also provides the voice of the Cheshire Cat.

In Victorian England, Charles Dodgson is a scholar and teacher at Christ Church, Oxford who enjoys photography, theatre, and spending time with the young daughters of Dr. Liddell, the Dean.

The stuffy Vice Chancellor thinks little of Dodgson and is appalled at the subject of his latest poem (written under the pen name Lewis Carroll), suggesting that Oxford's famous bell Great Tom be removed as its ringing is a nuisance to many.

On the suggestion of the Vice Chancellor, Alice Liddell and her sisters are not allowed to be present when the Queen arrives as he believes they will make things disorderly.

When he meets the Queen, Dodgson cannot find the courage to tell her his true opinion of Great Tom.

He begins to tell a story about a little girl named Alice who sees a White Rabbit in a waistcoat looking at a pocket watch.

In her attempt to get inside the door, Alice uses magical objects that mysteriously appear in the room to change her size.

She grows enormously tall and cries at her predicament, then shrinks until she is small enough to enter the door but finds herself floating in a sea of her own tears.

The Cheshire Cat appears and directs Alice to the Hatter, March Hare, and the Dormouse, who are having a tea party.

The Hatter leaps onto the table and recites a song he sang at a concert given by the Queen, which the latter disliked, proclaiming he was murdering the time.

She insists that everything that happened was real, and then looks over to find the White Rabbit standing on the bank, apparently confirming this.

[9] Disney sued to prevent release of the British version in the U.S., and the case was extensively covered in Time magazine.

[13] Leonard Maltin gave the film 2 stars calling it a "static adaptation" and stating that "most of the wit and charm are missing".