Alice is just a regular judo instructor living with her mother. Her father left them when Alice was only ten. Alice has trouble trusting people, but she loves her boyfriend, Jack Chase. While on a date, he tries to give her a ring that has been in his family for many years. Alice declines and sends him home. After realizing he slipped the ring and box into her pocket, she runs out to find him.
After seeing her boy friend being shoved violently in to a white van, Alice comes face-to-face with Agent White; a man who wears a white rabbit pin on his lapel. He seems to only want the ring, but Alice refuses to give to him. After a struggle, the case with out the ring gets into the hands of Agent White. Alice has slipped the ring out in the scuffle. Confident that he knows where her boyfriend is, she chases him through a looking glass. She begins to fall. When she lands, Alice sees him running and chases after him. They wind up in the HQ of an organization called "White Rabbit." Before she goes inside, she gets hit with a spotlight from a flying machine, tattooing a green mark on her arm.
Alice follows the rabbit-man inside and ends up in a room that looks somewhat like a padded cell. Suddenly, the wall shrinks around Alice, making it into a small box. Alice is able to pick the lock at the bottom of the box using a hair pin, and the bottom falls open to reveal that she is suspended from a large, metal, flying beetle. She tries to hold on, but falls into the ocean.
Alice manages to swim back to shore where she meets a homeless man. He tells her there is a man who knows "things." He takes her through the Tea Shop. Alice finds out that emotions are being sold to the highest bidder. The homeless man takes her through the crowded room to a room in the back. At this point, the homeless man's name is given as Ratty.
There she meets a man named Hatter. Hatter runs the tea shop and is a member of the resistance against the Queen of Hearts. He tells her that he is bringing her to someone who can help.
He takes her to a man called "The Dodo."
Each character is re-imagined into a totally new role.
- Alice Hamilton- Alice - A black-belt whose father left when she was 10. She is stubborn, independent, and afraid of heights.
- Hatter- The Mad Hatter - A con man who sells human emotions as drugs in his "tea shop." He leads Alice through Wonderland.
- Charlie- The White Knight- An old man Hatter and Alice find in the woods. He wasn't the original white knight, he was the young boy meant to hold the lance. When the battle came, he hid for three days. Upon emerging, he found all the knights dead. He took the White Knight's armor and name and waited for his time to come.
- Mad March- The March Hare- An assassin for the Red Queen. He was killed and scientifically brought back to life. The scientist, The Carpenter, didn't have time to finish his head, so he replaced it with a rabbit-shaped cookie-jar.
- Dormouse- The Dormouse- An employee of Hatter's who works at the tea shop.
- The Dodo- The Dodo - A rebel leader who wants the ring badly enough to kill.
- Drs Dee and Dum- Tweedledum and Tweedledee- sadistic torturers, they work in the Queen's dungeons trying to get information. They torture both Alice and Hatter.
- Red Queen-The Queen of Hearts- The tyrannical ruler of Wonderland, she kidnaps oysters (people from our world) to gamble in her casino and make happy emotions to use in drugs.
- The Walrus and The Carpenter- The Walrus and the Carpenter - Two scientists who work for the Red Queen. The Carpenter turns out to be a much different person than shown.
- Andrew Lee Potts auditioned for the part of Hatter via videotape. He learned how to ride horses and do hat tricks for the mini-series and liked to improvise his lines. This was not his first foray into Wonderland, however. At age 10, he played the part of a crow in a production of "Alice: the Musical" at the Edinburgh Festival.
- In the final scene, if you look very carefully, you can see that Hatter has his trademark hat (black, this time) in his hand.