Alice goes through the looking glass and falls down the rabbit hole into a strange world.
Lewis Carroll's Alice books remain to this day my favorite children's stories of all time. They are also, to my mind, almost unfilmable. Part of the reason is that, despite the many memorable fantastic images present in the stories (the Tenniel illustrations are indelible), the stories are largely driven by a contortionistic verbal illogic that really can only be appreciated by those with a sense of mathematical absurdity. About the only director I would trust with this work is Terry Gilliam, whose years with Monty Python would put him in good stead to take on the absurdity of the work.
As it is, this version is more of curiosity than anything else; it has a plethora of Hollywood stars in costumes that disguise their features (Cary Grant, W.C. Fields, Gary Cooper and Edward Everett Horton are only the most well-known of the bunch), and it has some very nice special effects throughout. It also more or less takes a real stab at being somewhat faithful to the work, with most of the dialogue directly from the stories. What it lacks is real energy and a grasp of the spirit of the whole thing; it feels mannered and perfunctory, cranking out some of the better-remembered moments without ever achieving the sense of absurdist flow necessary to bring the whole thing to life. Nonetheless, as a curiosity piece, it does have its uses, and those who really want to see W.C. Fields as Humpty Dumpty won't want to pass it by.