Before Tim Burton was involved with the project, Anne Hathaway was offered the titular role of Alice, but she turned it down because it was too similar to other roles she had previously played. However, she was keen to work with Burton, so was pleased to be cast as the White Queen. She shot all her scenes in two weeks.
Helena Bonham Carter's Red Queen is a combination of two characters from the books. The Red Queen from Through the Looking Glass is a chess piece who competes with the White Queen. The Queen of Hearts from Alice's Adventures in Wonderland is a playing-card with anger management issues, decapitation mania, and fondness for flamingo-and-hedgehog croquet. Thus, while the White Queen's army is chess-themed, the Red Queen's army is playing-card themed.
The Red Queen and Stayne decide that it is better to be feared than loved. This paraphrases a famous quote from Niccolò Machiavelli's 'Il Principe' (The Prince): "It may be answered that one should wish to be both, but, because it is difficult to unite them in one person, it is much safer to be feared than loved."
Alan Rickman was originally going to have his face composited onto the animated Caterpillar Absolem. He was filmed recording his voice in the studio, but the idea was eventually scrapped. The animators did, however, try to give Absolem's face characteristics similar to Rickman's.
The Mad Hatter asks Alice several times, "Why is a raven like a writing desk?" This is directly from Lewis Carroll's "Alice's Adventures in Wonderland." Carroll admitted that there never was an answer to the question; he made it up without an answer. He did provide one possible answer years later after many requests from his fans for the answer: "Because it can produce a few notes, tho they are VERY flat; and it is nevar put with the wrong end in front." ("Nevar" = "Raven" spelled backwards. Carroll's deliberate misspelling is often erroneously "corrected", obscuring the point of the joke.) Another answer, from the American puzzler Sam Loyd: "Because Edgar Allan Poe wrote on both." Over the years, numerous others have come up with possible answers as well.
The Los Angeles Times reports that film director Tim Burton based Anne Hathaway's White Queen on a TV cook who writes cookbooks. "There's this very beautiful cooking show host in England named Nigella Lawson, and I quietly had her as my image for this character," Burton said. "She's really beautiful and she does all this cooking, but then there's this glint in her eye and when you see it you go, 'Oh, whoa, she's like really ... nuts.' I mean in a good way. Well, maybe. I don't know."
Crispin Glover's character, Stayne, has only one eye, symbolising his being a representation of the Jack of Hearts. (The Jack of Hearts and the Jack of Spades are often referred to as "One-Eyed Jack" since only one eye is visible on the card.)
Alice's father Charles Kingsleigh is named for Charles Kingsley, author of The Water Babies, a children's fantasy with similarities to the Alice stories. Lewis Carroll admired Kingsley's political views on social reform.
For the character of the Jabberwocky, Christopher Lee had originally tried to make his voice 'burble' (as described in the poem "Jabberwocky"). However, Tim Burton convinced him to use his actual voice, as he found it more intimidating.
In the scene where the Hatter is making hats, there are two pictures next to the door where the Knave of Hearts enters. One picture is the Mock Turtle from "Alice's Adventures in Wonderland" and the other is the Walrus from "Through the Looking-Glass".
Tim Burton and Johnny Depp worked hard to give the Mad Hatter more depth and presence than in past portrayals. In fact, the pair swapped sketches and themes for the character prior to creating this new version.
Every person in Wonderland/Underland has a proper name. These names were invented for this movie, as in the books and most other movie versions, they are referred to only by descriptive titles. In this version the Hatter's name is Tarrant Hightopp, The White Rabbit is McTwisp, The Dormouse is Malyumkin, The March Hare is Thackery, The Caterpillar is Absolem, The Chesire Cat is Chessur, The White Queen is Mirana Crimms, The Red Queen is Iracebeth Crimms, and the Knave of Hearts is Ilosovic Stayne. The size-changing potions are likewise named for the first time: The cake that makes Alice grow is called Upelkuchen, and the liquid that makes her shrink is called Pishalver.
Despite the fact that there have been many other Alice in Wonderland films, Tim Burton has said he never felt an emotional connection to it and always thought it was a series of some girl wandering around from one crazy character to another. (In fact, the original books by Lewis Carroll are part of a once-popular fantasy genre in which the character does nothing except wander around from one crazy encounter to another. Those films which replicated this were being true to the spirit of the original books.) So with this, he attempted to create a framework, an emotional grounding, which he felt he never really had seen in any version before. Tim said that was the challenge for him - to make Alice feel like a story as opposed to a series of events.
Casting auditions for 250 extras were held in the British city of Plymouth on 6th and 7th August 2008. Requirements were for people with a 'Victorian look' and for applicants to have no visible tattoos, piercings or dyed hair.
A mural in the Red Queen's throne room (on the wall surrounding the entrance doors) shows the Red Queen riding on the back of the flying Jabberwock, and the Gryphon, another character from the original books. (In "Alice's Adventures in Wonderland", the Gryphon takes Alice to see the Mock Turtle, on orders from the Queen of Hearts.)
The twisted tree that Alice passes after entering Underland from the room with the doors, looks almost identical to the tree of the dead from Sleepy Hollow (1999), another Tim Burton/Johnny Depp movie.
The trivia items below may give away important plot points.
Aside from his odd color, Absolem the Caterpillar is modeled after the larva of the Monarch butterfly (which are striped in white, yellow and black). When we see Absolem as a butterfly by the end of the film, the pattern on his wings is that of a Monarch, save again for the coloration (Monarch butterflies have orange wings).