After rejecting the advances of her boyfriend, William (Ron Nelson), mousy librarian Alice falls asleep reading Alice’s Adventures in Wonderland. The White Rabbit appears to her in a dream and she follows him into Wonderland. Finding herself in a room and too large to fit through the small door, Alice drinks a potion which causes her to shrink while her dress remains the same size, leaving her naked. While chasing the Rabbit, she falls into a river and begins to drown, but is saved by a group of local inhabitants. After making friends with them, Alice is given a new (albeit very revealing) dress before setting off after the Rabbit again. While walking through the woods, she begins to experiment with her sexuality by stripping naked and masturbating. The Rabbit happens upon her and takes her to meet the Mad Hatter.
After being initially uncomfortable when the Mad Hatter exposes his penis to her, Alice ultimately performs fellatio on him. She is then called to assist Humpty Dumpty, who has fallen off a wall, causing him to lose the ability to achieve an erection. The situation is rectified when Alice performs fellatio on Dumpty. She is then taken to meet siblings Tweedledee and Tweedledum, whom she watches having passionate but incestuous intercourse. Following this encounter, Alice, the White Rabbit, and the Mad Hatter continue on toward the King’s Ball. On the way, they come across a couple having sex in an open field; Alice chastises them, but she is ignored. At the royal court, the King converses with Alice, speaking with her about self-empowerment and ignoring the judgements of others; he ultimately seduces her.
The Queen suddenly appears, catching Alice and the king in bed together. A hurried trial is held and Alice is “convicted” of being a virgin. As punishment, the Queen orders Alice to have sex with her. A number of sexual escapades ensue among various characters as Alice prepares to carry out her sentence, including a brief lesbian encounter between Alice and the Queen’s maids. Alice and the Queen engage in lesbian sex, but, as a result of the cunnilingus she receives from Alice, the Queen experiences an orgasm so strong it briefly incapacitates her. The Mad Hatter and White Rabbit assist Alice in escaping the Queen, who pursues to no avail.
Waking from her dream and thereby returning to the real world, Alice meets William again. Having experienced a sexual awakening while in Wonderland, Alice accepts William’s advances and they have sex in the library. In a closing sequence, Alice travels through Wonderland naked before she and William set off toward their new home where they live “happily ever after.”