When we last left the Knave of Hearts, he was trapped inside a genie's bottle that plunged over a waterfall. His old acquaintance Lizard finds the bottle. She frees the Knave, who is now a genie with an attractive new master. There are rules to using the three wishes such as being unable to make anyone fall in love. Lizard agrees to allow for the Knave's desire to have cold beers for everyone in the village come true. It's a big party. Perhaps being a genie isn't so bad.
The Knave notices that Lizard is smitten with someone. He has no idea it's him as he offers advice on how to woo a man. Lizard uses her second wish to become the kind of woman who can attract her true love. She finally fesses up that it's the Knave. Lizard wishes he would feel something for her. This is a mistake. Her third wish sends the Knave back inside the bottle. He watches as Lizard dies before his eyes. Her wish came true. The Knave feels distraught and helpless over the cruel fate that has befallen his friend.
Alice reluctantly agrees to join forces with the Red Queen to try to save the Knave. This goes against her every instinct. Alice fears she was right to doubt when the Red Queen goes missing. What she doesn't know is that her old foe has been captured by some of the angry commoners she abandoned. They vow to make her suffer for the pain she's caused them.
Cyrus convinces Alice to search for the queen. He uses a piece of torn dress to conjure up a location spell. Alice and Cyrus find the Red Queen tied to a stake in the ground. They vow to fight for her freedom, but there are too many villagers. Alice and Cyrus are quickly tied to their own stakes next to the person they were trying to rescue.
Night falls. Creatures known as the Mome Rath close in on Alice, Cyrus and the Red Queen. They are drawn to Alice's necklace. She throws it away. The creatures follow it. Alice and the others take advantage of this by making their escape. They have no choice but to leave the necklace behind. On the bright side, they believe the Knave is near. Before they go after him, Cyrus gives Alice a ring to make up for the necklace she lost. He pledges his love for her.
The Red Queen finds Lizard dead on the ground. She sees the genie's bottle but refuses to hand it over to Alice and Cyrus. The Red Queen lets the Knave out of the bottle. She's his master now. The Red Queen speaks of other bottles in Jafar's possession. Cyrus believes his brothers are trapped inside them. Alice agrees to stay with him in Wonderland until they can save his family. The Red Queen offers to help them fight.
Jafar declares himself ruler of Wonderland as he continues to keep his father imprisoned in a cage. He looks for help from an ancient, powerful creature. This beast is known as the Jabberwocky. Jafar offers a body to the head of his once-loyal Tweedle if he helps him find this creature everyone fears. He overcomes a guard to find dozens of dead bodies inside the Jabberwocky's lair.
The Jabberwocky plays mind games with Jafar. She offers to help him find what he seeks in exchange for her freedom. A blade pins her to the ceiling. Jafar uses magic to remove it. The Jabberwocky falls to the ground. She knows what scares Jafar. She has him recalling the time his father pushed his head underwater. Jafar is shaken. The Jabberwocky advises him to hold onto the blade that once bound her. After all, he may need it.