Alice decides to make a survey of the country. She looks around her, observing the geography. She is distracted by the sight of elephants pollinating enormous flowers.
Alice decides to go in the other direction, because she's a little afraid of the elephants. She also wants to go into the Third Square. She leaps over a little brook and suddenly finds herself on a crowded train. The Guard comes through asking everyone for their tickets. Alice doesn't have one. A strange chorus of voices keeps making remarks about her situation.
The Guard studies Alice with a telescope, a microscope, and an opera-glass (like binoculars). He decides Alice is traveling the wrong direction and leaves.
The man facing Alice in the train compartment, who is dressed in white paper, says that a child of her age should know which way she's going, even if she doesn't know her own name. The other passengers in the train, including a Goat, a Horse, and a Beetle, make rude comments about Alice's ignorance. The Gnat, speaking in a tiny voice in Alice's ear, makes puns.
There is a squeal from the engine of the train. The Horse says that the train is going to jump over a brook. This makes Alice nervous, but she realizes it will take her into the Fourth Square.
The train carriage lifts into the air, and Alice finds herself sitting under a tree talking to the Gnat.
The Gnat asks Alice what the insects are like in her country. Alice says she's frightened of insects, but she knows some of their names. The Gnat wonders what use it is to give insects names if they don't answer to them.
The Gnat shows Alice some of the Looking-Glass insects. They include a Rocking-horse-fly, a Snap-dragon-fly, and a Bread-and-butter-fly.
The Gnat asks Alice if she wants to lose her name. Alice says she doesn't, and the Gnat warns her that in the wood nearby, the animals have no names.
The Gnat keeps making jokes and telling Alice that it wishes she had made them instead. It gets sadder and sadder until it sighs itself away.
Alice walks on into the Fourth Square. She comes to a dark wood, and the Gnat is proved right, because she forgets her own name when she enters it. She wonders who has her name and what new name people might give her.
Alice encounters a Fawn. The Fawn and Alice can't introduce themselves because they don't remember their own names. They walk along together, Alice putting her arms around the Fawn's neck.
At the end of the wood, the Fawn remembers what it is – and that it should be afraid of Alice. It runs away. Alice is sorry to see it go, but she's glad to know her own name again.
Alice wonders which way to go next. There are two sign-posts, pointing in the same direction, one to Tweedledee's house and one to Tweedledum's.
Alice keeps walking, and there are signs at regular intervals, but they always point in the same direction. Alice decides that Tweedledum and Tweedledee must live together.
Alice turns a corner and sees two fat little men standing together.