In a surprising number of different ways, it turns out.
First, you can set the whole thing in a kind of fantasy version of a post-apocalyptic wasteland, where everything is broken and dusty and looks vaguely poisonous. You can explain this by introducing a conventional good-versus-evil story in which the Red Queen (modelled superficially on the Queen of Hearts, but really owing more to the Wicked Stepmother) and the White Queen (modelled mostly on Generic Disney Queen Number 3, the Exiled Wise Benefactor, and resembling nothing in either of the books even physically) are duking it out for control of "Underland".
Add in an unexplained and pointless prophecy about Alice slaying the Jabberwocky (the noun is "Jabberwock", by the way, as anyone who's read the freakin' poem could have told you). Scene set for a final battle, because what's a fantasy movie without a climactic battle? Add in romantic tension between Alice and the Mad Hatter. Convert Tweedledum and Tweedledee into an underplayed comic sidekick with almost no audible lines - then they can fight in the final battle with their own unique martial art which involves one riding the other piggyback (whaddya mean, "stupid"? - it worked in Bill & Ted's Bogus Journey). Oh, and make sure there's a talking dog, because without a talking dog how would we know it's Disney?
Next, take out all the bits that don't fit into this infantile new narrative. All those Victorian nursery rhymes, they've got to go. All that clever mathematical and satirical stuff, we don't want anything in the script that you need to be over 12 to understand. Take out the Gryphon, the Mock Turtle, the White Knight, the Dodo and the caucus-race, Humpty Dumpty, the Sheep. Take out the Pool of Tears, Giant Alice in the house - in fact, everything relating to Alice's difficulty in controlling her own size is reduced to some feebly predictable dilemmas about her clothing (and despite having reworked the rules of size changing, the writers haven't bothered to make them coherent). Take out the jokes, and don't replace them with anything; after all, there's no point trying to be funny without Jim Carrey, is there?
Finally, turn the caterpillar into some kind of oracle (and, of course, the obligatory "transformation" metaphor), turn the Cheshire Cat into a deus ex machina, forget about the trial and the chess game. Oh, and tell Johnny Depp he's still playing Willy Wonka.
Put it all together, and we have what might well stand as the worst crime against literature ever perpetrated. It's hard to be sure, but it's definitely a contender.
What's even more pointless is the framing narrative, in which Alice runs off and falls down the world's biggest rabbit-hole...
The child Alice is seen talking to her father, Charles. Their surname, bafflingly, is neither Dodgson nor Liddell, but Kingsley (or, IMDB insists, "Kingsleigh"). They live in London, not Oxford, because obviously that's the only place in England that a young American audience might have heard of (and ratings forefend that we should be thought to be trying to Educate...).
Thirteen years later Charles is dead, and Alice is being proposed to by a young aristocrat - which is odd, since it's clear neither one of them can stand the other. She feels the pressure of expectation upon her, everyone from Jemma Powell to Frances de la Tour is confidently willing her to say yes, so what could be more natural than that she runs off after a rabbit in a waistcoat?
Later in the film, she's feeling exactly the same communal pressure of expectation to take up the vorpal sword and slay the monster. That time, to nobody's surprise, she caves in. This is a blessing, because I have to admit the warrior Alice looks very fetching in her silver armour. Sad to say she doesn't wear it long, before being transported "home" to reject her pompous, patient swain in the gratingly anachronistic language of post-feminist empowerment.
Lewis Carroll's Alice, lest we forget, is no diffident, oppressed Victorian flower:
'Stuff and nonsense!' said Alice loudly. 'The idea of having the sentence first!'Tim Burton's Alice says none of this. She's an entirely conventional Disney heroine, all trace of individuality or independence wrung out of her not by Victorian social convention, but by the far more deadening hand of a Hollywood focus group.
'Hold your tongue!' said the Queen, turning purple.
'I won't!' said Alice.
'Off with her head!' the Queen shouted at the top of her voice. Nobody moved.
'Who cares for you?' said Alice, (she had grown to her full size by this time.) 'You're nothing but a pack of cards!'
With due thought and consideration, I give this film an F. F for Failure. As a visiting friend put it: "Never in the field of human cinema has so much talent been so squandered by so many for so little."