The croquet game resumes after the Cheshire Cat has vanished, and the Duchess takes Alice's arm. The two begin to walk, and Alice becomes irritated by the Duchess's near proximity to her. The Duchess uses every opportunity to teach Alice different moral lessons as they walk and speak. They come across the Queen, who tells the Duchess to leave and asks Alice to resume the croquet game.

The Queen quickly reduces the croquet game to Alice, the King, and herself. Many of the other characters have been sentenced to death. When there are no more soldiers to pose as arches, the Queen calls a halt to the game and orders Alice to pay a visit to the Mock Turtle. The Queen takes Alice to the Gryphon, who leads her to the Mock Turtle.  The Gryphon explains to Alice on the way that the Queen never kills anyone. When Alice first sees the Mock Turtle, she is worried because he seems to be sad.

The Mock Turtle starts his story by revealing that he used to be a real turtle.  Every day, he went to sea school, where his instructor was an elderly turtle called Tortoise. He then goes on to explain his education, which he claims is the best available. Reeling and Writing, as well as Ambition, Distraction, Uglification, and Derision, were among the peculiar subjects he studied. When Alice inquires about the duration of the lessons, the Mock Turtle responds that they've become shorter with each passing year. This perplexes Alice, but the Mock Turtle explains that they were given the name lessons because they "lessen." When Alice inquires about what happened when there wasn't enough time for classes, the Gryphon shifts the conversation to sports.

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