The Alice project, started at the University of Virginia by Randy Pausch and now continuing at Carnegie Mellon University, is designed to simplify the process of building interactive 3D worlds so that novices without extensive training can build interesting worlds. In this paper I describe some of the aspects of Squeak Alice, a version of the Alice tool that I ported to Squeak, an open-source descendant of Smalltalk. Because Squeak Alice applies many of the lessons learned from Alice, I describe some of those lessons. Rather than dwelling on the similarities between the two systems, I then focus on describing some of the architectural, surface, and functional differences between Squeak Alice and Alice, and I describe some of the new capabilities that Squeak Alice provides.