Nine year old Phoebe Lichten (Elle Fanning) is a precocious, if a bit odd, little girl, who marches to the tune of her very own drummer. Confused and troubled by the world around her, Phoebe retreats into her own fantasies, while her mother Hillary Lichten (Felicity Huffman) deals with demons of her own, both professional and personal. With the help of her perceptive drama teacher Miss Dodger (Patricia Clarkson), the self-conscious Phoebe takes a role in “Alice in Wonderland”, the school play. This gifted drama teacher helps Phoebe explore her talent, and she learns how to not only survive, but thrive, in the real world despite the fact, or maybe because of the fact, that she is a bit different.