Usagi and friends goes to an adventure to wonderland with Alice and face the red queen.
On the bank of a tranquil river, a little girl named Alice and the team grows bored of listening to Alice's older sister read aloud from a history book of William I of England. When her sister chastises Alice's daydreaming, Alice tells her kitten Dinah that she would prefer to live in a nonsensical dreamland called Wonderland. Alice, Dinah and the team spot a waistcoat-wearing White Rabbit passing by, and Alice and the team gives chase as he rushes off crying that he is "late for an important date". Alice and the team follows him into a rabbit hole and falls into a labyrinth. Her dress catches her fall like a parachute and they begin to float, then they float upside down and thier feet catch on a bar to break their fall. they see the White Rabbit disappear into a tiny door and tries to follow, but the door's talking knob advises them to alter their size using a mysterious drink and food. They drink from a bottle marked "Drink Me", and shrinks down to the proper size to open the door. But when Alice and the team learns the door's locked and they are too small to reach the key atop the table, a box of "Eat Me", "Try Me", and "Take One" cookies (cakes) appear. But once Alice and Usagi takes a bite, they grow into giants, filling up the entire room. They then begins to weep large tears that splash like big puddles, causing the room to flood. The doorknob then tells Alice and Usagi there's a little liquid left in the bottle, so they stop crying, drinks the last drop and eventually manages to shrink into the bottle and passes through the door's keyhole and into Wonderland. They meet several strange characters including the Dodo and Tweedledee and Tweedledum who recount the tale of "The Walrus and the Carpenter".
Alice and the team eventually finds the White Rabbit in his house, but before they can ask what he is late for, they are sent to fetch some gloves after being mistaken for his housemaids. She eats a cookie and grows into a giant again, getting stuck in the rabbit's house. She tries to pull herself out, but is too big. The White Rabbit, the Dodo, and chimney sweep Bill the Lizard believe Alice to be a monster and plot to burn the house down. Alice and the team escapes, when Alice eats a carrot and shrinking down to the size of an insect. They meet and sings with some talking flowers, but they chase them away upon accusing her of being a weeds. Alice and the team is then instructed by the hookah-smoking Caterpillar to eat a part of his mushroom grow back to her original size. Ami tells Alice to keep the remaining pieces of the mushroom on hand.
Alice and the team meets the Cheshire Cat who advises them to visit the Mad Hatter, March Hare and the Dormouse. They are hosting a mad tea party and celebrate Alice's "unbirthday", a day where it is not her birthday. The White Rabbit appears, but the Mad Hatter and the March Hare destroy his pocketwatch and throw him out of the party. Fed up with all the wonderlandians' rudeness and wackiness, Alice and the team abandons their pursuit of the White Rabbit and decides to go home, but gets lost in the Tulgey Wood. The Cheshire Cat appears and leads Alice and the team into a giant hedge maze ruled by the tyrannical Queen of Hearts and her smaller husband, the King of Hearts. The Queen orders the beheading of anyone who enrages her, and invites Alice and the team in a bizarre croquet match using flamingoes and hedgehogs as the equipment.
The Cheshire Cat appears again and pulls a trick on the Queen which she accuses Alice and the team of doing, and their put on trial. Just then, she remembers that she still has the remains of the Caterpillar's mushroom. She eats it and grows to an enormous height which the King claims is forbidden in court. Now a gigantic size, Alice feels free to speak her mind and in doing so she openly insults the Queen. However, she had hastily eaten both sides of the mushroom and shrinks to her normal size. They are forced to flee after the Queen orders their execution. Alice and the team becomes pursued by most of Wonderland's characters until they finally reunites with the Doorknob, who then tells them, they are having a dream, forcing them to wake herself up. The film ends as Alice, her sister, Dinah and the team head home for tea. Afterwards Alice decided to join the team.