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Alice arrives at the house and wonders what to do next. Before she can decide, a footman (a kind of servant) who looks like a fish comes running out of the woods behind her and knocks at the door.
The door is opened by another footman who looks like a frog. Alice, hiding in the trees at the edge of the wood, listens to their conversation.
The Fish-Footman gives a huge letter to the Frog-Footman and tells him it is an invitation from the Queen for the Duchess to play croquet. The footmen bow to each other and their curly hair gets tangled together.
Alice has to run away so they don't hear her laughing. When she comes back, the Frog-Footman is alone, sitting near the door and staring at the sky.
Alice goes up to the house and knocks at the door. The Frog-Footman tells her there's no point in knocking, since they're both on the same side of the door. Plus, there's so much noise inside that none of the other people will hear her.
At this point, Alice notices that there are a lot of weird noises coming from inside the house – howling, sneezing, and things breaking.
Alice asks the Frog-Footman how she can get in again, but he just sits there staring into the sky and rambling about the fact that they're both on the same side of the door.
Suddenly the door opens and a plate is thrown out. It grazes the Footman's nose and breaks against a tree. He doesn't react at all.
Alice still wants to get in, but the Footman won't open the door for her. He says he's going to go on sitting there for days.
Finally Alice opens the door herself and goes into the house. Inside, she finds the Duchess holding a baby and a cook stirring a cauldron of soup.
The first thing Alice notices is that there's a lot of pepper in the soup. She and all the inhabitants of the house keep sneezing because there's so much of it in the air.
The only thing not sneezing is the cat, which has a wide grin on its face.
The Duchess explains to Alice that it's a Cheshire-Cat, which always grins. Then the Duchess is rude and Alice is at a loss for words.
The cook starts throwing things, especially dishes, at the Duchess and the baby. Neither seems to notice.
Alice begs the cook to stop, but the cook doesn't react. The Duchess tells her to mind her own business, and they get in an argument.
The Duchess sings a disturbing lullaby to the baby, shaking it at the end of each line. Then she starts tossing it up and down. Alice is relieved when the Duchess hands the baby off to her. (To be strictly accurate, she throws the baby to Alice!)
Alice catches the baby and figures out how to hold it still by twisting it up in an awkward position. She decides that she can't leave the baby with the abusive Duchess and Cook, so she leaves, taking it with her.
Alice looks at the baby, which has started grunting and looking like a pig. In fact, it turns into a pig, and Alice sets it down. The pig trots away into the forest.
Suddenly, Alice notices the Cheshire-Cat sitting on a nearby tree branch. She asks it which direction to go, but the cat tells her it doesn't matter – every direction leads somewhere.
Alice asks the Cat about the local inhabitants. The Cat describes a Hatter and a Hare, both of which, it says, are mad (insane). In fact, the Cat claims that everyone in the area is mad, including Alice.
After saying that it will see her at the Queen's croquet match, the Cat vanishes. Then it reappears and asks what happened to the baby. Alice explains, and the Cat disappears again.
Alice walks on and tries to decide whether to visit the Hatter or the Hare and chooses the Hare. The Cat reappears on another branch to ask her another question, and Alice asks it to stop appearing and disappearing so fast. The Cat apologizes and vanishes gradually this time, eventually leaving nothing but its grin.
Alice comes to a large house with chimneys shaped like rabbit ears, which she decides must be the March Hare's house. She eats a bit of the left-hand piece of mushroom to make herself large enough for the house and then walks up to it.