In theaters May 27.

In Disney’s “Alice Through the Looking Glass,” an all-new spectacular adventure featuring the unforgettable characters from Lewis Carroll’s beloved stories, Alice returns to the whimsical world of Underland and travels back in time to save the Mad Hatter. Directed by James Bobin, who brings his own unique vision to the spectacular world Tim Burton created on screen in 2010 with “Alice in Wonderland,” the film is written by Linda Woolverton based on characters created by Lewis Carroll.

“Alice Through the Looking Glass” reunites the all-star cast from the worldwide blockbuster phenomenon, including: Johnny Depp, Anne Hathaway, Mia Wasikowska and Helena Bonham Carter along with the voices of Alan Rickman, Stephen Fry, Michael Sheen and Timothy Spall. We are also introduced to several new characters: Zanik Hightopp (Rhys Ifans), the Mad Hatter’s father and Time himself (Sacha Baron Cohen), a peculiar creature who is part human, part clock.

This transcript has been lightly edited:

The Critic: Let’s start with “Alice Through the Looking Glass.”

The Referee: Oh, my!

Critic: Now, wait a minute, though. Ref, you got a little chance to go see this before it was released in the theaters.

Ref: That’s right.

Critic: You were in there with little munchkins.

Ref: Little, wee people — wee tods. (laughter)

Critic: And, this film is directed by James Bobin this time. Tim Burton did the first one. …

Ref: Mm-hm.

Critic: He’s a producer here … and written by Linda Woolverton.

Ref: Yeah.

Critic: You know, Disney — I think they should just give her every movie they do, because, basically, that’s what they’re doing. She did “Maleficent.” She did the first one of this. And, this is starring — I mean, this cast …

Ref: Stellar.

Critic: Let me just read some of these people: Johnny Depp, Anne Hathaway, Mia Wasikowska —

Ref: Oh!

Critic: I can’t say her name any other way — and more. (laughter) So, tell us: Is this worth my money?

Ref: Well, I do have to admit, when I saw all of the kids coming in — ‘cause I didn’t know they were coming — I was kinda like, “Ugh!” But, it was 3D and in IMAX and free, (laughing) so I was like, “Yes, I’ll take it in.” Actually, I’m glad that I went with kids, because it is geared toward parents who bring their children. I’ll just say that much.

Critic: Ah.

Ref: It was a lot of inferences. Just like with “Alice in Wonderland,” there’s a lot of inside jokes and things that the parents would understand that the kids will, later, have to be explained. Now, it starts off with Alice: She has a certain occupation. We’ll just say that.

Critic: Oh.

Ref: It’s a very unrealistic occupation in the 19th century, of course. But, she’s, basically, a captain at sea with her father’s ship. (laughter) And, she is, you know, charting all over the world, namely China; and she comes back to find that her state of affairs has changed. Her father has passed on, and she and her mother have to deal with the things that are left over. She doesn’t quite get the good end of the stick when it comes to her next voyage. And, so, in frustration — she’s in this old house where maybe she was before — [she] sees a looking glass and goes through it. We come up against something very terrible, and that is: The Mad Hatter isn’t feeling so well.

Critic: So, OK, we’re in Wonderland …

Ref: We’re in Wonderland. Yup.

Critic: with the Mad Hatter — him again. OK.

Ref: Yes, him again. He’s not feeling so well. So, to make a long story short, Alice has to find a way to rectify — and I won’t give it away — a very terrible situation that happened to the Mad Hatter, that stole his joy and stole his health. And, the only way she can rectify the situation is to go to Father Time himself, who is the embodiment of time in the body of Sacha Baron Cohen (laughter) … who, in my opinion, is absolutely hilarious (laughing) in this movie. He’s ridiculous; he’s everything you want him to be.

Critic: Mm.

Ref: Getting in the way of that, of course, is the Red Witch, played by Helena Bonham Carter. And, the White Witch is, of course, Anne Hathaway, assisting the situation. Everybody’s back, like you named: the cat, the rabbit, all the wonderful stars. Now …

Critic: Yeah.

Ref: … that’s the short plot; it thickens. It’s really a prequel. This sequel is really a prequel.

Critic: Got it.

Ref: So, it tells you the backstory of the Red Queen, as well as the White Queen, as well as why it’s always one minute before (laughing) tea time!

Critic: (laughing) Oh, OK. Thank you for that. I need to know that.

Ref: No, it’s great! (laughter) And, here’s what’s wonderful about it, parents … and children … and just adults: The critics aren’t wild about it, but I say it’s a wonderful 3D IMAX experience. When she is traveling through time to get to these various places in history, it’s really a magnificent 3D experience. There’s lots of new characters that come jumping out at you, different scenes — especially when she’s sailing through the oceans. The opening sequence, in 3D, was just well worth … the free movie. (laughter) So, you know, that experience was wonderful. Now, let’s get to the heart of it …

Critic: Yeah.

Ref: The movie, as far as characters go: Helena Bonham Carter, Sacha Baron Cohen, those are the great ones. I mean, when they were off-script — and you could tell there was some ad-libbing going on — there were literally laugh-out-loud moments: and not only for adults, but even the kids were able to catch on to the jokes. Mia does a wonderful job returning as Alice, and she’s, very much, a more mature Alice. But, she still has some mischievousness to her, and she still has lessons to learn; and Mia does a great job of maintaining that innocence while, at the same time, we realize that she’s growing up. (lowers voice) She’s probably not going to return; and they, kind of, have alluded to that.

Critic: Yeah. Got it. I like Mia.

Ref: Yeah. OK. So, now, (lowering voice) we gotta go to the real situation.

Critic: We’re waiting. You talked about the Mad Hatter; we didn’t say that that’s Johnny Depp’s character.

Ref: Johnny Depp comes back as the Mad Hatter.

Critic: Mm-hm.

Ref: Now, I don’t mean any harm, but I just really want to see Johnny Depp play a grown man (laughter) — a regular, grown man. I’m kinda over these children-like, strange — I mean, it’s a very strange interpretation of the Mad Hatter. In my mind, the Mad Hatter is mad! …

Critic: Yeah.

Ref: … and very high energy, always talking, always thinking, never making sense, big-big-big, maybe sipped down 20 Red Bulls.

Critic: Yeah.

Ref: This guy took a valium. (laughter)

Critic: Oh. And, you know, “I’m late. I’m late … for a very important date.” Right?

Ref: Yeah, he’s late for reasons (laughter) — I don’t know what he’s doing back in his house or what he’s taking. Johnny Depp does a great job of taking risks, but the risks don’t always pay off; and that is the case in this particular sequel to “Alice.”

Critic: Mm.

Ref: He is able to deliver the strangeness of the Mad Hatter.

Critic: Yeah.

Ref: But, again, it just comes across creepy …

Critic: Hm.

Ref: … and I said that with “Black Mass.” He just — I don’t know what is going on, but he just comes across a little creepy. And, you can sense in the room with the kids — there was a particular moment where he realizes Alice wasn’t on his side, so he kinda gives it to her. Like, “Get outta here.” That was really creepy.

Critic: Oh.

Ref: So, I’m not the hugest fan of Johnny Depp playing the Mad Hatter. But, you know, Helena and Sacha …

Critic: Mm-hm.

Ref: … go the extra mile to try to rectify this. The overall verdict …

Critic: Yeah, that’s what I’m waiting for. Do I need to see this in the theater?

Ref: Well, if you want to see something spectacular — costumes, digital enhancements, a 3D experience, great sound — it is actually, if you have to take your nieces and nephews …

Critic: Mm-hm.

Ref: … don’t just send them in there: Go in there with them, if you’re already going to do that. Do you need to go out of your way to see “Alice Through the Looking Glass”? The Ref is gonna have to say: You can sit this one out and wait for the DVD or wait for it to be screened. You don’t have to pay the extra money, although it’s a bonus if you’re going to have to be there anyway this Memorial Day weekend.

Critic: Yeah. OK. Maybe an in-flight movie.

Ref: In-flight, indeed. (laughter)