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The Duchess says she's glad to see Alice and takes her by the arm. The walk together, and Alice is relieved that the Duchess is less cranky than the last time they meet. She wonders if this is because there's less pepper in the air.
The Duchess rebukes Alice for forgetting to talk and says she can't remember what the moral of that is. She insists that everything has a moral, if only you can find it.
Alice makes polite conversation about the game and the Duchess applies a totally irrelevant moral to her comment. Alice is irritated that the Duchess is holding her arm and resting her chin on her shoulder. The Duchess wants to put her arm around Alice's waist, but she's afraid of Alice's croquet-mallet flamingo.
The Duchess keeps applying complicated-sounding morals to everything Alice says, even the remark that mustard is a vegetable.
Suddenly the Queen steps in front of Alice and the Duchess. The Queen gives the Duchess the choice of leaving or being executed, and the Duchess quickly leaves. The Queen takes Alice back to the croquet game.
As the game continues, the Queen keeps ordering that other players be executed. Each time she does, the soldiers have to stop being arches to take them into custody. Finally, only the King, Queen, and Alice are left playing.
The Queen asks Alice if she's seen the Mock Turtle, which is supposedly the animal that mock turtle soup is made from. Alice says no, and the Queen says she'll introduce her. As they leave, the King pardons all the people that the Queen condemned to death.
The Queen introduces Alice to a Gryphon and asks it to take her to meet the Mock Turtle and hear his story. Then the Queen leaves to attend to the executions she's ordered. The Gryphon watches her go and laughs to himself, telling Alice that "they never executes nobody."
The Gryphon leads Alice to the Mock Turtle, who is crying. The Gryphon tells Alice that he doesn't really feel any sorrow – he just imagines that he does.
The Mock Turtle begins telling Alice his story. Once, he says, he was a real turtle. There are long pauses in this story where he sobs, which makes Alice impatient.
The Mock Turtle describes his schooldays in the sea. His teacher was a Tortoise – so named because he "taught us."
The Mock Turtle lists the subjects that he studied in school and seems anxious to prove that his education is just as good as, if not better than, Alice's. All the subjects he describes are parodies of things you really learn in school: ambition instead of addition, mystery instead of history, and so on.
The Mock Turtle explains that all his subjects were taught in lessons, which lessened from day to day. Alice wonders what they did on the last day, when they had lessened away to nothing, but the Gryphon changes the subject and says to tell Alice about the games (sports).