In 2002, Tom Waits released the album Alice, based on a 1992 stage production he created with playwright Robert Wilson. The opening track, "Alice," serves as the album's anchor, though it reinterprets the familiar Carroll story through a distinctly dark and atmospheric lens rather than celebrating childlike wonder. Waits described his approach as "adult songs for children" or "children's songs for adults," creating a haunting exploration of the source material's dream logic and surreal quality.

The song is specifically about Alice Liddell, the real-world inspiration behind Carroll's Alice character, rather than the fictional heroine from the books. Waits traces Carroll's relationship with Liddell through his signature smoky vocals, jazz elements, and saxophone work, creating an ethereal yet melancholic soundscape that feels like observing a smoke-filled speakeasy from the outside. This artistic reinterpretation demonstrates Waits's ability to simultaneously helm two completely different projects—Alice and the concurrent album Blood Money—whilst maintaining distinct artistic visions for each.