This heartfelt, fantastical story of a troubled, imaginative Phoebe (Elle Fanning) devoted to Alice in Wonderland explores the agonies of growing up as an outsider and the complexities of parenting. Phoebe's guilt-ridden mother (Felicity Huffman) and her perplexed husband (Bill Pullman) initially see Phoebe's unusual behavior as signs of creativity, but with the help of an unconventional drama teacher Patricia Clarkson, they soon realize that their daughter is in danger of falling "through the looking glass."