Fantasy directed by Norman Z. McLeod based on the original novel by Lewis Carroll. Tiomkin co-wrote a dozen songs with Paramount music director Nathaniel Finston. Songs include Beautiful Soup; Drinking Song; Duchess Lullaby; Morris Dance; Tweedle Dum and Tweedle Dee; Twinkle, Twinkle Little Bat; and The Walrus and the Carpenter.

The incomparable All-Star cast included Richard Arlen, Gary Cooper, Louise Fazenda, Mae Marsh, Jack Oakie, Ford Sterling, W.C. Fields, Cary Grant, Polly Moran, and Charlie Ruggles.