I really wasn't expecting much from this one and it was about what I expected.

The highpoint is the scenery followed in close second by the acting...all the players do their parts justice with Helena Bonham Carter stealing all her scenes as the Red Queen. My complaints are small but somehow taken together they hurt this movie more than the sum of their parts. There was little chemistry between the actors. Some of this is just the nature of the story in that Alice is a stranger in a strange world, but she spends a lot of time with the Mad Hatter and yet their friendship felt a little forced. What they havn't advertised is that this story is more a sequel with all the original characters and many of the orignal locations thrown back into the mix. As a sequel it works, but really only if you know the original story. There was little time spent introducing characters and I think that some of the younger viewers entering this world for the first time were a bit lost.

I don't think you're missing anything by passing this in theaters, but if you have the option, go for the 3D version for a more immersive experience.