Near the doorway in the garden is a white rose bush, but Alice sees three gardeners painting the roses red. Alice asks why, and they explain that they planted the wrong color bush and don't want to offend the Queen.
Suddenly a procession arrives, including soldiers carrying clubs, courtiers decorated with diamonds, the royal children, other guests, the White Rabbit, and the King and Queen of Hearts. Most of the procession are personifications of playing cards – the clubs, diamonds, and hearts, along with the spades who act as the gardeners. (Get it?)
The gardeners, who are afraid the Queen of Hearts will have them beheaded because of the mix-up with the bush, throw themselves on their faces. Their backs look like all the rest of the cards.
Alice waits until the Queen is opposite her. The Queen asks Alice her name, and Alice responds politely.
The Queen asks Alice who the three face-down cards are (the gardeners). Alice says it's none of her business.
The Queen becomes extremely angry and orders that Alice be beheaded. Alice says this is nonsense and the Queen is silent.
The Queen gets the Knave to turn over the gardeners. She figures out what they were doing with the tree and orders their executions.
To protect the gardeners, Alice puts them into a flowerpot and hides them from the soldiers. The soldiers report to the Queen that the gardeners' heads are gone and she is satisfied with this answer.
The Queen invites Alice to play croquet. Alice joins the procession and finds herself walking beside the White Rabbit.
Alice asks the Rabbit where the Duchess is – after all, she saw the Duchess get an invitation to the croquet game. The Rabbit explains that the Duchess is in prison under a sentence of execution because she boxed the Queen's ears.
They arrive at the croquet ground and the Queen orders everyone to their places. Alice discovers that the croquet game is quite strange: the balls are live hedgehogs, the mallets are live flamingoes, and the soldiers bend themselves into the hoops. Because everything is alive and squirming around, and because nobody takes turns, the game is chaos.
The Queen strides around the game ordering executions. Alice worries that she might get executed and tries to find a way to escape.
Suddenly Alice sees the Cheshire-Cat slowly appearing in the air. She puts down her flamingo and tells the Cat how hard the game is. Only the Cat's head appears.
Alice notices the Queen behind her and, to avoid getting killed, says something flattering. The Queen smiles and keeps going.
The King comes up and notices Alice talking to the Cat. He doesn't like the look of the Cat or the way it's looking at him and wants it removed.
The King calls the Queen over and asks her what to do about the Cat. The Queen orders the Cat executed. A conflict ensues, with executioner arguing that he can't behead the Cat because it doesn't have a body to separate the head from. The King argues that the Cat can be beheaded because it does, after all, have a head. And the Queen argues that if something isn't done soon, she'll have everyone killed.
Alice suggests that they fetch the Duchess, the Cat's owner. By the time they bring her there from prison, the Cat is completely gone. The King and executioner search for it and everyone else goes back to playing croquet.