You're less likely to be disappointed if you go into Irwin Allen's televised version of Alice in Wonderland thinking of it as a sort of "Where's Waldo" for B-grade celebrities of yesteryear. Based on the Lewis Carroll children's classics, Alice's Adventures in Wonderland and its sequel Through the Looking-Glass, this 1985 teleplay is chiefly notable for boasting cameos from just about everyone who ever did -- or thought about doing -- a guest spot on TV's The Love Boat.

Blue-eyed Natalie Gregory is endearing enough as the titular character, a restless English girl whose topsy-turvy adventure begins when she follows a frazzled White Rabbit, played by Red Buttons, down a mysterious rabbit hole. Anyone familiar with the Carroll books knows what comes next. Alice winds up in Wonderland, a magical dreamworld filled with strange and wondrous creatures, from a hookah-smoking caterpillar to a disappearing Cheshire cat.

This time around, however, Wonderland hovers somewhere between the Borscht Belt and the cheesy artifice of a high school play. Scenery chewing is managed by the likes of a huge cast, including: Scott Baio, Ernest Bognine, Lloyd Bridges, Sid Caesar, Carol Channing, Imogene Coca, Sammy Davis Jr., Merv Griffin, Eydie Gormé, Harvey Korman, Steve Lawrence, Karl Malden, Roddy McDowall, Jayne Meadows, Donna Mills, Pat Morita, Anthony Newley (mugging uncontrollably), Donald O'Connor, Martha Raye, Telly Savalas (in a Cheshire Cat outfit that looks like it was left over from an old Star Trek episode), John Stamos, Ringo Starr, Sally Struthers, Jack Warden, Jonathan Winters and Shelley Winters.

Aside from the kitsch factor of name-checking TV stars from the Eighties (Lookie, everybody! It's Ann Jillian!), there's not a great deal of fun to be had in this clunky three-hour version. Paul Zindel's teleplay does little more than regurgitate the mechanics of the Lewis Carroll book onto the stage. Exposition is told and not shown. As a result, Alice talks to herself throughout most of the two-part show, a running commentary that is at times unnecessary and simply annoying. The pace is not helped any by the unimaginative direction of veteran TV director Harry Harris.

Further bogging down the pace are forgettable ditties penned by Steve Allen (who, of course, also has an equally forgettable cameo). Add a laugh track to this interminable show and you'd have the makings of a would-be Sid and Marty Krofft program. "Alice Pufnstuf," perhaps.

Shown in 1.33:1 full-frame aspect ratio, the picture quality is well-preserved, but flat and unremarkable. There are a few soft spots, but no other artifacts or defects turn up.

Dolby Digital 2.0 provides clean and clear audio, all the better to hear Sammy Davis' Vegas-styled version of Lewis Carroll's poem, "You Are Old, Father William." Subtitles are available in French.

The only extras are previews of Open Season, RV, The Pink Panther (2006), Zathura and Are We There Yet?

If you ever daydreamed about the whimsical possibilities of seeing George Jefferson -- er Sherman Hemsley -- dressed like a mouse and singing, this is the DVD for you.