Alice finds a fish dressed in a footman's attire entering the house and knocking on the door.  A frog dressed similarly to the Duchess answers the door and delivers a letter inviting her to play croquet with the Queen. Alice approaches the Frog Footman after the Fish Footman has left.  The Frog Footman refuses to open the door when Alice knocks on it. When Alice walks through the entrance, she finds herself in a kitchen where a  Duchess is nursing a baby, a cat sits on the fireplace, and a Cook is pouring pepper into a boiling pot of soup.

Meanwhile, the Cook throws fire-irons, saucepans, and plates at the Duchess and the baby at random. Alice advises the Cook to mind her own business and tries to shift the conversation's focus by mentioning the earth's axis. When the Duchess misunderstands Alice and thinks she's concerned about axes, she exclaims, "Chop off her head!" The Duchess then throws the baby and Alice and leaves.

When Alice takes the baby outside, she learns it is really a pig. After she releases the pig, she runs into the Cheshire Cat, which is grinning widely as it sits on a tree branch. When she asks the Cheshire Cat where she should go next, he informs her that she will end up somewhere no matter where she goes. The Cheshire Cat suggests she meet the Mad Hatter and the March Hare but advises her that they are both insane. Alice makes her way to the March Hare's home. Alice eats a piece of the Caterpillar's mushroom after realizing the house is bigger than she is and grows to be two feet tall.

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