We look back at how Anastasia and Will Scarlett jump through the looking glass to Wonderland after her mother berates her for being with a loser like Will. She tells Anastasia if she ever comes back that the only way she be allowed back home is as a servant to clean the chamber pots.

Will and Anastasia are starving in Wonderland. The crash a royal party but are thrown out just as she meets the king.  Later they return to steal the royal jewels. Anastasia is caught by the king but instead of throwing her in prison, he recognizes her desire for something better and offer to make her his queen. She accepts, breaking Will's heart.

In present day Wonderland the Red Queen uses Alice to get magic dust. She promises to show Alice where Cyrus is but lies once she has her dust. Alice secretly holds some dust back and it leads her to Jafar's palace. The Red Queen uses the dust to release The Knave of Hearts from stone.

Jafar tortures the White Rabbit into revealing all he knows about Alice.

Cyrus breaks out of his cage and attempts to flee Jafar's palace.