Once Upon a Mattress

For the Glee episode also known as "Mattress" or "Once Upon A Mattress", see Mattress (Glee).
Once Upon A Mattress

Original Cast Recording
Music Mary Rodgers
Lyrics Marshall Barer
Book Jay Thompson
Marshall Barer
Dean Fuller
Basis Fairy tale The Princess and the Pea
Productions 1958 Camp Tamiment, PA
1959 Off-Broadway
1959 Broadway
1960 US Tour
1960 West End
1964 U.S. Television
1972 U.S. Television
1996 Broadway revival
2005 U.S. Television

Once Upon a Mattress is a musical comedy with music by Mary Rodgers, lyrics by Marshall Barer, and book by Jay Thompson, Dean Fuller, and Marshall Barer. It opened off-Broadway in May 1959, and then moved to Broadway. The play was written as an adaptation of the Hans Christian Andersen fairy tale The Princess and the Pea.

Once Upon a Mattress was first written as a shorter play at the Tamiment adult summer camp resort, at which Jack Sydow was present.[1] The play was later expanded for the Broadway stage. Initial reviews of the play were mixed, but critics and actors alike were surprised by the show's enduring popularity. Once Upon a Mattress is a popular choice for high school drama programs and community theatre groups.


The original production opened on May 11, 1959, at the off-Broadway Phoenix Theatre[2] (now transformed into a multi-plex cinema, located on the Lower East Side), transferred later in the year to Broadway at the Alvin Theatre (now known as the Neil Simon Theatre) and then to several other Broadway theaters, finally playing at the St. James Theatre, for a total run of 244 performances.[3] The musical was directed by George Abbott and choreographed by Joe Layton. Once Upon A Mattress marked the Broadway debut of later stage and TV personality Carol Burnett, who originated the role of Princess Winnifred. Also featured were Joseph Bova, Allen Case, Jack Gilford and Matt Mattox. Jane White played the role of Queen Aggravain. Jack Gilford played King Sextimus The Silent and was later replaced by Will Lee, Gilford's standby, prior to the show's move to Broadway. The musical received a Tony Award nomination for Best Musical as well as a Best Leading Actress nomination for Carol Burnett. When Burnett left the show, veteran T.V. actress Ann B. Davis took over the leading role.

In August 1960, soon after the closing of the Broadway run, rehearsals were called for a seven-month US tour which would move from city to city by train, truck and bus. Jack Sydow stepped from his role as King into the position of Director. Dody Goodman played Winnifred at first, then Imogene Coca picked up the role. Carol Arthur understudied them both, and played the Nightingale of Samarkand.[4] Fritzi Burr played the Queen and Buster Keaton played the King. Keaton's wife Eleanor was placed in the chorus. Keaton warmed up to the cast of younger actors, dispensing grandfatherly advice and chocolates freely.[5]

A London production of Once Upon a Mattress opened at the Adelphi Theatre on September 20, 1960 where it ran for 24 performances. [6] Jane Connell starred and got rave notices. EMI Records took the cast into the recording studio and recorded a London Cast album. This was issued on an HMV LP. The album was included on a CD titled “Once upon a Mattress” issued by Sepia Records in 2010.[7]

A Broadway revival starring Sarah Jessica Parker, Lewis Cleale and Jane Krakowski opened on December 19, 1996, at the Broadhurst Theatre and ran for 188 performances. The production was nominated for the 1997 Tony Award for Best Revival of a Musical. This Broadway revival wardrobe is on display at the Costume World Broadway Collection in South Florida.

The musical opened Off-Broadway, produced by the Transport Group, at the Abrons Arts Center on December 13, 2015 for a limited run which ended on January 3, 2016. Directed by Jack Cummings III, the cast featured Jackie Hoffman as Princess Winnifred, John Epperson as Queen Aggravain, Jessica Fontana as Lady Larken, David Greenspan as The King, and Hunter Ryan Herdlicka as The Minstrel.[8]

Television adaptations


The first television adaptation was aired on June 3, 1964, on CBS. The production was videotaped in black and white in front of a live audience and featured Burnett, Bova, Gilford, and White from the original Broadway cast, as well as new principals Bill Hayes as the Minstrel, Shani Wallis as Lady Larken and Elliott Gould (in his first appearance on any screen) as the Jester. Due to the reduced running time of 90 minutes, several songs and scenes were either cut or shortened.[9]

Carol Burnett and Ken Berry in the 1972 television production.


The second television adaptation was broadcast on December 12, 1972, on CBS. This production, videotaped in color, included original Broadway cast members Burnett, Gilford and White, and also featured Bernadette Peters as Lady Larken, Ken Berry as Prince Dauntless, Ron Husmann as Harry, and Wally Cox as The Jester. It was directed by Ron Field and Dave Powers.[10] Again, several songs were eliminated and characters were combined or altered. Since the parts of the Minstrel and the Wizard were cut from this adaptation, a new prologue was written with Burnett singing "Many Moons Ago" as a bedtime story.[9] In 2016, the special was included as a bonus feature on the DVD Carol+2: The Original Queens of Comedy.[11]


The third television version, which aired on December 18, 2005, on ABC in the US as part of The Wonderful World of Disney and was released on DVD two days later, starred Carol Burnett as Queen Aggravain, Denis O'Hare as Prince Dauntless, Tom Smothers as King Sextimus, Tracey Ullman as Princess Winnifred, Zooey Deschanel as Lady Larken, and Matthew Morrison as Sir Harry.[12] It was directed by Kathleen Marshall and executive produced by Burnett & Martin Tudor.[12] The beginning portion, cut from the DVD release, features a girl, who meets Cinderella, telling her mother the story of that story. The Minstrel was cut from this version, negating and also cutting most of the songs featuring the Minstrel except "Normandy," which was changed to describe Larken's and Sir Harry's honeymoon. There were also additional plot changes. Instead of the Minstrel and Jester finding out the test from the Wizard, the King hides in a suit of armor and overhears the Queen and the Wizard, and when the Jester, Larken and Harry all collaborate to find out, the King pops out of the suit of armor.


Act I

Set in 15th-Century Europe, a fictional medieval kingdom is ruled by the devious Queen Aggravain and the mute King Sextimus the Silent. King Sextimus suffers from a curse that can only be reversed "when the mouse devours the hawk." The Minstrel sings of the Princess and the Pea ("Many Moons Ago"), though he knows the true tale because he was there when it happened. The princess in the story is not the first girl tested to see if she was worthy of marrying Prince Dauntless the Drab—she was one of 13 girls. The day the Minstrel arrives, the Queen is testing Princess #12 with an unfair quiz. To the Queen's delight, the princess misses the last question: "What was the middle name of the daughter-in-law of the best friend of the blacksmith who forged the sword that killed the Beast?" and is given a rubber chicken by Sir Studley. The populace of the castle complains about an unjust law levied by Queen Aggravain: "Throughout the land no one may wed, 'till Dauntless shares his wedding bed." However, every petitioning princess is sent away after failing an unfair test devised by the Queen. It seems that no one is good enough to marry Prince Dauntless ("An Opening for A Princess").

The crisis escalates when the leading knight of the realm, Sir Harry, discovers that his girlfriend, Lady Larken, is pregnant. Though Lady Larken says that she will run away so he will never have to face embarrassment and the loss of his station, Sir Harry decides that he will set out to find a princess himself ("In a Little While"). He petitions the Queen who immediately says no, but when Dauntless manages to speak up and beg, she gives in.

The Minstrel tells us that in the original story, the princess arrived at the castle on a stormy night (Many Moons Ago - Reprise), but it is not night at all-and the princess only looked as though she went through a storm. Princess Winnifred the Woebegone, a brash and unrefined princess from the marshlands, was so eager to arrive that she swam the castle moat. She immediately charms Dauntless, Studley, the knights and most of the kingdom ("Shy"). However, she also earns the utter loathing of the evil Queen, who vows to stop her.

The King discovers Larken's pregnancy and pantomimes this to his confidantes, the Minstrel and the Jester. He tells them to not say a word, but they both are more worried about the King letting it slip, because even though he's mute, he can still communicate ("The Minstrel, the Jester, and I"). Later, the Queen, assisted by her Wizard sidekick, design a test for Winnifred based on something they are sure she hasn't got at all—"Sensitivity". They will place a tiny pea beneath twenty thick downy mattresses. If Winnifred is unable to sleep due to the pea, then she will be sensitive enough to marry Dauntless.

Meanwhile, Winnifred tells Dauntless and the ladies in waiting about her home in the swamp ("The Swamps of Home") and meets the King, and they immediately like each other. Then, after spilling a purple vase filled with fresh new baby's breath, Winnifred is caught cleaning the mess by Lady Larken who mistakes her for a chambermaid. Soon Harry gets mad at Larken for her mistake and they get in a fight. Larken vows that she will run far far away where she will never see him again.

The King, the Minstrel and the Jester catch Larken trying to run away, and they try to stop her but in the end decide to help her escape to "Normandy". Later that night, the Queen throws a ball so Winnifred can dance the most exhausting dance in the world, "The Spanish Panic". The Queen hopes that Winnifred will tire herself, but the plan fails. Winnifred is the last one standing as everyone collapses from exhaustion at the dance's climax. She asks Dauntless to try to give her a clue as to what the test might be, but he's not sure. He brings out a huge barbell that one of the princesses was asked to lift, but even he cannot lift it. Winnifred does easily and Dauntless admits that he loves her. Winnifred mentions that her nickname is Fred and Dauntless sings of his love for her as she practices numerous tasks she might have to do for the test, including singing, dancing, wrestling, acting, playing the Minstrel's lute, pantomiming and drinking herself unconscious ("Song of Love").

Act II

Later that night the Queen leads the knights and ladies as they carry the twenty mattresses to Fred's room ("Quiet"), and she catches the Minstrel, the Jester, the King, and Larken (disguised in Dauntless' clothes) running away. The Minstrel tries to protect Larken by saying he was escaping with Larken against her will. The Queen declares that the Minstrel will be banished by daybreak. Fred and Dauntless study for the test, and Fred convinces Larken to fix things with Harry. Larken leaves to find Harry, Dauntless bids Fred goodnight, and now she is left alone. While studying a fairytale, she complains about how other fairy tale princesses had it easy and how she wants to live "Happily Ever After". King Sextimus has a "Man to Man Talk" with Dauntless about the birds and the bees completely in pantomime. The Jester and Minstrel trick the Wizard into telling them of the test and the Jester reminisces about his father's dancing days ("Very Soft Shoes").

Sir Harry and Lady Larken run into each other and they confess that their love is stronger than ever ("Yesterday I Loved You"). When Fred is finally ready for bed, the Queen brings in various people, including the Nightingale of Samarkand, to sing her to sleep ("Nightingale Lullaby") but Winnifred is kept wide awake. It seems that there is some "lump" under the mattresses that is keeping her from relaxing. She starts counting sheep.

Dauntless dresses in his finest to see Winnifred pass the test, but the Queen tells him to his great disappointment that the test has already happened and what it was. Dauntless is heartbroken until Winnifred drowsily stumbles into the throne room while still counting sheep. Everyone is ecstatic that Winnifred has passed but the Queen insists that Dauntless shouldn't throw himself away on Winnifred. Dauntless has had enough of his mother's attempts to control his life and finally yells, "I told you to shut up!". The curse on King Sextimus is lifted (the "mouse"- Dauntless, has metaphorically devoured the "hawk"- Queen Aggravain). Aggravain discovers that she cannot talk and the King can, so Dauntless and Winnifred are free to be married. The King forces the Queen to hop, skip, and jump around the room to everyone's amusement.

Finally the real reason why Winnifred passed the test is revealed. After learning about the test, the King, Minstrel, and Jester stuffed the mattresses full of weapons, jousting equipment, and other sharp items. All the items are removed by the Jester in the "Finale". After the items are removed Winnifred still has trouble sleeping until Dauntless takes the pea out from under the mattress, when she then falls asleep almost immediately. Everyone, in classic fairy-tale tradition, lives happily ever after.

Musical numbers

Act I
  • Overture - Orchestra
  • Many Moons Ago - Minstrel
  • An Opening For a Princess - Prince Dauntless, Lady Larken, Ensemble
  • In a Little While - Sir Harry, Lady Larken
  • In a Little While (reprise) - Sir Harry, Lady Larken
  • On a Stormy Night - Minstrel
  • Shy - Princess Winnifred, Knights and Ladies
  • The Minstrel, the Jester, and I - Minstrel, Jester, King Sextimus
  • Sensitivity - Queen Aggravain, Wizard
  • The Swamps of Home - Princess Winnifred, Prince Dauntless, Ladies-in-Waiting
  • Normandy - Minstrel, Jester, Larken, King Sextimus
  • Spanish Panic - Orchestra, Ensemble
  • Song of Love - Prince Dauntless, Princess Winnifred, Ensemble

Act II
  • Entr'acte - Orchestra
  • Quiet - Queen Aggravain, Ensemble
  • Goodnight, Sweet Princess - Prince Dauntless (Revival only)
  • Happily Ever After - Princess Winnifred
  • Man to Man Talk - Prince Dauntless, King Sextimus
  • Very Soft Shoes - Jester
  • Yesterday I Loved You - Sir Harry, Lady Larken
  • Nightingale Lullaby - Nightingale of Samarkand
  • Finale - Prince Dauntless, Princess Winnifred, Queen Aggravain, King Sextimus, Ensemble

Principal characters and original Broadway cast

London Cast

Broadway revival cast


  1. Film Reference. Jack Sydow Biography (1921-)
  2. Whittemore, Tim. "Once Upon A Mattress". Musical Heaven. Retrieved 2009-04-22.
  3. IBDB. "Once Upon a Mattress". Retrieved 2011-12-05.
  4. DomDeluise.com Carol Arthur
  5. Meade, Marion (1997). Buster Keaton: Cut to the Chase. Da Capo. p. 284. ISBN 0-306-80802-1.
  6. Information about the London production
  7. "Sepia Records". Sepia Records. Retrieved August 18, 2015.
  8. Clement, Olivia. "'Once Upon a Mattress' Revival, Starring Jackie Hoffman, Opens Tonight" playbill.com, December 13, 2015
  9. 1 2 Mandelbaum, Ken (January 6, 2006). "Insider: DVDs: Many Moons Ago". Broadway.com. Retrieved April 22, 2009.
  10. "Once Upon a Mattress 1972". Turner Classic Movies. Atlanta: Turner Broadcasting System (Time Warner). Retrieved October 29, 2016.
  11. amazon - Carol+2 DVD
  12. 1 2 "Once Upon a Mattress". Turner Classic Movies. Atlanta: Turner Broadcasting System (Time Warner. Retrieved October 6, 2016.
  13. Original cast member

External links

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