Haruhi's dream about the day of her admission into Ouran High School becomes an illusionary Alice in Wonderland fantasy. She meets Shiro Takaoji as a mouse, Kyoya Ootori as the Caterpillar, and Hikaru and Kaoru Hitachiin as twin Cheshire Cats. She seems to recognize something about all of them in her dream like the fact that the "one" Chesire cat is actually the twins or that Kyoya always writes in a black notebook. She also runs into a Mad Hatter that resembles Tamaki, a March Hare that resembles Honey and a Dormouse that resembles Mori, as well as a Duchess that resembles Renge, a Dodo that resembles Kanako and a Cook that resembles Ayanokoji. Throughout the dream, they all try to give Haruhi advice, but she only realizes it when she stands before the royal court in defense of the Duchess. The king turns out to be Ryouji and the queen, Kotoko (her late mother), who tells Haruhi to enjoy her life as it occurs instead of just focusing on the future. Haruhi wakes up with tears in her eyes and sees the Host Club dressed up in costumes similar to the ones they wore in her dream. She ends the episode by commenting on how the Host Club has too much fun, but her smile declares that she's glad that it does.
This episode provides examples of:
- All Justa Dream: Haruhi wakes up at the end of the episode to see the host club in the same Wonderland outfits from her dream.