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Once Upon a Mattress 

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In this hilarious tweaking of the fairy tale, "The Princess and the Pea", Queen Aggravain has ruled that none may marry until her son, Prince Dauntless marries. However, she has managed to ... See full summary »


Kathleen Marshall


Marshall Barer (musical) (as Marshall Louis Barer), Dean Fuller (musical) | 3 more credits »
Nominated for 2 Primetime Emmys. Another 1 nomination. See more awards »





Episode credited cast:
Carol Burnett ... Queen Aggravain
Tracey Ullman ... Princess Winnifred
Denis O'Hare ... Prince Dauntless
Zooey Deschanel ... Lady Larken
Matthew Morrison ... Sir Harry
Michael Boatman ... The Jester
Tom Smothers ... King Sextimus
Edward Hibbert ... The Wizard
Michelle Harrison ... Princess #12
Rest of cast listed alphabetically:
Scott Augustine ... Dancing Knight
Paul Becker ... Knight
Linda Bernath Linda Bernath ... Dancer
Jordan Cable Jordan Cable ... Dancing Knight
Stephenos Christou Stephenos Christou ... Dancing Knight
Dave Cote ... Court Small


In this hilarious tweaking of the fairy tale, "The Princess and the Pea", Queen Aggravain has ruled that none may marry until her son, Prince Dauntless marries. However, she has managed to sabotage every princess that come along. When Sir Harry and Lady Larken learn that they are going to be parents, wed or not, he goes off to the swamps and brings back Princess Winnifred ("Fred" to her friends). The queen is horrified and immediately begins to scheme, but Winnifred, with some help from Sir Harry, the King, and the Jester, isn't going to be quite so easy to get rid of. Written by Brad Pardee

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TV-PG | See all certifications »


Official Sites:

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Release Date:

18 December 2005 (USA) See more »

Also Known As:

C'era una volta una principessa See more »

Company Credits

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Technical Specs




Aspect Ratio:

1.78 : 1
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Did You Know?


Carol Burnett, who plays Queen Agravain in this version, played Princess Winifred in the original Off-Broadway production in 1959, which later moved to Broadway, and then to TV as Once Upon a Mattress (1964). Burnett recreated the role in Once Upon a Mattress (1972). See more »


During the Happily Ever After number, Princess Fred gets up on the table and kicks off the books stacked there but when we look down a few seconds later the stack she just kicked off on the right side of the table as we face it has returned. See more »


Queen Aggravain: Goodbye, good luck, get out.
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Version of The Princess and the Pea (2002) See more »


Here I Come to Save the Day
Lyrics by Marshall Barer
Sung by Matthew Morrison
See more »

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User Reviews

Very endearing little musical with a mixed bag of results...
7 February 2012 | by DoylenfSee all my reviews

While watching ONCE UPON A MATTRESS and seeing Carol Burnett as Queen Aggravain, I immediately realized that she must have played Princess Winnifred in the original version of the show in the '60s. This became all too clear when I saw that Tracey Ullman's daffy princess was lacking a certain spark that Burnett would have given to the part--plus she was a little too mature for the role to begin with.

Denis O'Hare seemed another case of miscasting as Prince Dauntless, a role could easily have been played by Matthew Morrison, who instead was saddled with a boring secondary role.

But despite these misgivings, there's much to like about this rowdy version of the tale, vibrant with colorful sets and costumes (particularly Burnett's jeweled outfits) and some witty lines that are tossed about by a capable cast.

But there's always the feeling that something isn't right--and not being able to compare this version with the original I can't say what it is but I see from other reviews that much of the original material was altered or deleted entirely. Perhaps this is why there's a feeling that it could have been so much better.

Summing up: For Carol Burnett fans, it's a delicious chance to watch her play broad comedy with such finesse. She never misses an opportunity to ham it up but keeps it from being too over-the-top to be enjoyable. And while the choreography could have been more inventive, Tracey Ullman gives all of her energy to some of the dance routines with some very funny results.

Unfortunately, Tom Smothers is wasted in the role of the mute King Sextimus. But all in all, it's a fun version of a fractured fairy-tale, based on "The Princess and the Pea."

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