All:
What a fantastical, feathery feeling!
Brooke:
I'm falling!
All:
Slowly revolving and spinning and reeling!
Brooke:
I'm falling!
Scooter:
Curious creatures
With curious features
Appear and fade!
Countless surprises
Are greeting your eyes,
There's a jar of orange marmalade!
Orange marmalade: Hi, there. Hehehehe! We're having a jam session. Wanna sit in?
Link Hogthrob:
Hey there, Miss Alice,
If you're near the palace,
Just drop in.
Brooke: I'm quite good at dropping, I've been practicing a long time now.
Fish:
If you're really racin'
That rabbit you're chasin',
Get hopin'!
Brooke: I don't think a person can hop and drop at the same time.
Flamingo:
Talking flamingos, that cool Cheshire cat.
Dr. Teeth: Yeah!
Flamingo with Bird:
Up where you fell from, there's nothing like that!
All:
You're in for adventure
As soon as you finish
Your falling!
Brooke: That's the part I'm worried about. I seem to have mastered falling, but how good am I at landing?
Dr. Teeth:
There's a footman with a face like a fish's.
And a duchess with a cook who keeps breaking the dishes!
Humpty Dumpty:
Catterpillar on a mushroom who's smoking a hookah!
All:
Hookah! Hookah! Look a' the hookah!
Brooke: That's very bad for your health, you know.
Scooter:
A teapot that has a mouse in it.
All:
Things get mader and mader... by the minute!
Brooke: "Curiouser and curiouser" is the expression, I believe.
All:
Wait till the scene
Where the crazy old queen
Wants your head off!
Brooke: Why worry about her? With any luck, I won't survive the fall.
All:
Feels like you're bound
To a merry-go-round
You can't get off!
Scooter:
Don't be surprised if you meet Captain Hook.
Dr. Teeth:
Cuz our version won't always follow the book!
All:
Get set for adventure
As soon as you finish
Your falling!
Of course, Alice is played by Brooke Shields, but here is a list of the other characters that appear in the number:
Scooter, Dr. Teeth (as the Cheshire cat), Link Hogthrob (as the King of Hearts), 2 footman fish, flamingo, 3 different birds, Humpty Dumpty, jar of marmalade, Camilla in a teapot (dressed as a mouse), a green crab, 2 devils, a whatnot dressed as a card, "Oh, Really" Bird (from The Muppet Show: Sex and Violence), and a hookah.
Here are a few things to look for during the number:
A sign that reads "The Muppet Show" floats up in the background at the start of the song, followed by a picture of 2 mushrooms...
A sign that says "Home is Best" goes past during the hookah part.