The episode begins with Haruhi as a middle-schooler visiting Ouran with her father, Ryouji. In the admissions office, the dean remarks on her intelligence, while Ryouji says she's too smart and so independent that she completed the school application on her own and wanted to come to the interview solo, as well. Haruhi sits to one side of the room; behind her is a large painting of a woman and a young girl sitting together under a tree, its possible symbolism being Haruhi and Kotoko. The dean invites Haruhi to explore the campus and she agrees; the painting altered to show the little girl chasing a pink rabbit resembling Usa-chan.
Haruhi wanders the halls until she spies Usa-chan dancing in Music Room #3. When she enters, a hole in the floor descends with the bunny. Haruhi chases after, slipping on a banana peel and tumbling into the hole. She lands in an Ouran salon, with her bottom stuck inside a vase similar to the one she broke. She topples off the pedestal but lands on her stomach, vase intact. Shiro Takaoji pops out of a grand piano, looking like a mouse. Haruhi begs for help, but Shiro eats a banana and is suddenly tiny and disappearing through equally tiny doors at the far end of the room. Haruhi eats an entire bunch of bananas, shrinks and heads through the doors, too.In the corridor beyond, she slips on yet another peel and down another hole, falling into a pool of water. Unconscious at first, she awakens in time to avoid drowning and notices that the pool is set in an Ouran courtyard with a vacant throne at one end. At poolside sits the Caterpillar resembing Kyoya sitting on a mushroom, blowing bubbles and writing in a notebook. He tells Haruhi that the pool is filled with her tears, and warns that the water isn't safe just as The Zuka Club surfaces in alligator-shaped submarines that chase her. Haruhi dashes out and asks if she's back to her original size, to which Kyoya replies, "Not yet, but we can take care of that, if you're interested. It won't be cheap though."
Nekozawa and Kirimi arrive and ask for a bit of mushroom which Kyoya provides, along with an addition to their tab. Haruhi inquires what he's always writing in his black notebook; Kyoya is noncommittal but points out that she said "always," even though they've never met. As Haruhi considers this, the Nekozawa siblings each take a bite of mushroom and transform: Kirimi into a teen and Umehito into a baby. Haruhi chases the baby and finds herself in a room with the Duchess who resembles Renge, her cat who resembles Hikaru, and her cook who resembles Princess Ayanokoji. Renge holds the baby and asks if Haruhi is concerned for it, to which Haruhi says, "Being with your mother is always the best thing." Renge hands over the child, saying she must go to court, then vanishes.
Mr. Cat says Renge is joking with her; that the doll isn't even hers. When Haruhi looks at the baby, it's turned into a Belzeneff curse doll. When she looks up again, the cat has disappeared. As Haruhi continues her tour, Mr. Cat reappears and disappears, seemingly in two places at the same time; and Haruhi soon calls them out on being twins, leaving them with puzzled looks on their faces. In another courtyard sits the Dodo who resembles Kanako Kasugazaki, having tea and hoping that her fiance, Toru Suzushima, comes back soon.Haruhi enters Ouran's dining hall where a Mad Hatter resembling Tamaki, a Dormouse resembling Mori and a March Hare resembling Honey dressed in an Usa-chan costume sit at table. They tell her there's no room and she begins to leave until Honey invites her back. Tamaki comments on her long hair but reminds her it will have to be shorter in the future. Honey comments that she's wearing a skirt to which Haruhi responds, "I am a girl; not that it matters." A cart full of cakes rolls up and Honey digs in with Haruhi warning that if he keeps eating sweets, he'll get a cavity. Honey's eyes nearly pop out of his head and Mori's nose-bubble bursts, awakening him long enough for him to remind Honey to brush his teeth when he's finished.
Haruhi establishes that they're at Ouran Academy to which Tamaki smiles and asks, "What will you do here?" She replies, "Study, I suppose." She tells him about her dreams and he responds, "What good are dreams if all you do is work?" Hatter, Dormouse and Hare all agree that it's also important to have a good time; Haruhi mulls over the idea. Usa-chan blows "Call to Post" on a bugle signaling that court is in session with the Duchess scheduled to be executed. Haruhi is outraged and runs off to help her.In an Ouran library, a masked King and Queen sit on their thrones. The Duchess stands on her rig, accused of attending the royal music festival by invitation. When Renge says it's her duty to attend, the Queen asks, "Even if it means leaving your precious child alone?" Haruhi defends a mother's right to provide for her family but the King accuses her of practicing law unlicensed, adding that she's guilty of breaking a vase. Haruhi says it was intact when she last saw it, but has a flashforward to her actual breaking the vase. The Hatter appears as a witness, stating that Haruhi has a "drab approach to student life." A frustrated Haruhi calls him "Tamaki-senpai" and the room grows bright, filled with guests and all the hosts in costume. Tamaki wants to know how she knows his name; the twins, how she knew they were twins; Kyoya, how she knew about his notebook; Honey, about his cavity; and Mori just asks, "How?"
The king is revealed as Ryouji, who comments on the wonderful friends Haruhi has made at Ouran. She turns towards the Queen who stands and walks towards the girl, telling her, "Don't be afraid to enjoy yourself, alright?" Haruhi runs towards her mother and leaps into her arms as the story skips back to reality with Haruhi asleep at a table, tears on her cheeks and "Mom" on her lips. She wakes up to find the Host Club ready to cosplay Wonderland and in spite of her melancholy, she smiles and admits that, "Around here, I can hardly tell when I'm awake."
Each main character corresponds to a character in Alice's Adventures In Wonderland:
- Haruhi Fujioka - Alice
- Tamaki Suoh - The Mad Hatter
- Kyoya Ootori - The Caterpillar
- Hikaru Hitachiin - The Cheshire Cat
- Kaoru Hitachiin - The Chehsire Cat
- Mitsukuni "Honey" Haninozuka - The March Hare
- Takashi "Mori" Morinozuka - The Dormouse
- Renge Houshakuji - The Duchess
- Umehito Nekozawa - as himself and The Duchess's Baby
- Ryouji "Ranka" Fujioka - The King of Hearts
- Kotoko Fujioka - The Queen of Hearts
- Shiro Takaoji - Mouse (cameo appearance only)
- Kanako Kasugazaki - The Dodo (cameo appearance only)
- Princess Ayankoji - The Dutchess's Cook (cameo appearance only)
- Kirimi Nekozawa - as Teenage Kirimi (cameo apperance only)
- Usa-chan - The White Rabbit
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