Paramount Pictures brought in all the stars for its black-and-white adaptation of Lewis Carroll's book, Alice's Adventures in Wonderland. The film is mostly live-action but does include an animated sequence of the Walrus and the Carpenter poem. That poem and many other elements in the film are actually found in the second Alice book, Through the Looking Glass.

Discontent with her quiet life, curious young Alice travels through a library mirror into a surreal world beyond. Many strange creatures inhabit this newfound place, including the formally dressed White Rabbit who is always late, a dodo, a lounging caterpillar and the mysterious Cheshire Cat.

Alice has many adventures in the strange world, like a zany tea party with the Mad Hatter and his other guests, the March Hare and the Dormouse. Along the way, Alice meets Tweedledee and Tweedledum who recite the story of the Walrus and the Carpenter and Humpty Dumpty who falls off the wall after telling Alice of the Jabberwocky. The young girl is swept from one crazy situation to the next until she becomes a queen and comes under real threat from the Queen of Hearts.

Charlotte Henry played Alice and notable stars in the movie included W.C. Fields as Humpty Dumpty, Cary Grant as the Mock Turtle, Gary Cooper as the White Knight and Edward Everett Horton as the Mad Hatter. The adaptation was widely lauded and shaped many later versions of Caroll's beloved books.