A girl struggling with her grammar homework falls asleep and finds herself face to face with Lewis Carroll's Mad Hatter and the Jabberwocky, who argue that the alphabet is a prison and should be torn down. Dr. Frank Baxter, playing the reassuring scientist, talks the Hatter (voiced by Hans Conried) out of the scheme by breaking language down into its working parts: phonemes, descriptive grammar, and the rules that let sound become meaning. Two animated sequences from Friz Freleng carry the fantasy scenes, while Baxter's live-action segments handle the actual linguistics, part of the Bell Science series that Frank Capra Productions made for AT&T. The film treats grammar as something closer to a natural system than a set of school rules, though its references to "primitive" cultures and its claims about teaching language to apes reflect the linguistics of its era rather than current research. Baxter's plain, classroom delivery and the fairy-tale framing device are the reasons this one still plays as entertainment rather than a filmstrip.