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Once Upon a Mattress

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Once Upon a Mattress
Original cast recording
MusicMary Rodgers
LyricsMarshall Barer
BookJay Thompson
Marshall Barer
Dean Fuller
Amy Sherman-Palladino (2024 production)
BasisFairy tale The Princess and the Pea
Productions1958 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
2024 Encores!

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 a humorous adaptation of the 1835 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. 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 theater groups.

Production history[edit]

Broadway (1959-1960)[edit]

The original production opened on May 11, 1959, at the off-Broadway Phoenix Theatre[1] (later a multi-plex cinema on the Lower East Side), transferred later that year to Broadway at the Alvin Theatre (the modern Neil Simon Theatre) and then to several other Broadway theaters, finally playing at the St. James Theatre, for a total run of 470 performances.[2] The musical was directed by George Abbott and choreographed by Joe Layton. Once Upon a Mattress marked the Broadway debut of comedian 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, before the show's Broadway move. 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 on June 25, 1960, veteran television actress Ann B. Davis took over the leading role beginning June 27.[3][4][5] A few days later the show announced it was closing July 2; Davis played eight performances as Winnifred.[6]

US National Tour (1960)[edit]

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.[7] 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.[8]

West End (1960)[edit]

A London production of the musical opened at the Adelphi Theatre on September 20, 1960, where it ran for 24 performances. The cast included Jane Connell as Winnifred, Robin Hunter as Dauntless, Milo O'Shea as the King, Bill Kerr as the Wizard and Max Wall as the Jester.[9] 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.[10]

Subsequent revivals[edit]

A Broadway revival opened on December 19, 1996, at the Broadhurst Theatre and closed on May 31, 1997, after 35 previews and 188 regular performances. It starred Sarah Jessica Parker as Winnifred, David Aaron Baker as Dauntless, Lewis Cleale as Sir Harry, Heath Lamberts as the King, Lawrence Clayton as the Minstrel, David Hibbard as the Jester, Tom Alan Robbins as Master Merton and Jane Krakowski as Lady Larken.[11] The production was nominated for the 1997 Tony Award for Best Revival of a Musical.[11]

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.[12]

From January 24 until February 4, 2024, a concert production was staged as part of the New York City Center Encores! series. The production had a book adaptation by Amy Sherman-Palladino and direction by Lear deBessonet, among the cast was Sutton Foster as Winnifred, Michael Urie as Dauntless, Nikki Renée Daniels as Larken, Cheyenne Jackson as Sir Harry, Harriet Sansom Harris as the Queen, David Patrick Kelly as the King, and J. Harrison Ghee as the Jester. This production cut the role of the Minstrel as well as the song "The Minstrel, the Jester, and I", and made the Jester non-binary using they/them pronouns, with an implied romance between the Jester and the Wizard.[13] In May 2024, it was announced that the production would transfer to Broadway in the summer of 2024. The show is expected to begin previews on July 31 at the Hudson Theatre. Opening night is scheduled for August 12. Sutton Foster and Michael Urie are expected to reprise their respective roles of Princess Winnifred and Prince Dauntless[14] and Daniels and Kelly reprising their respective roles of Lady Larken and King Sextimus. New to the cast include Brooks Ashmanskas as the Wizard, Daniel Breaker as the Jester, Will Chase as Sir Harry, and Ana Gasteyer as Queen Aggravarian.[15] The show is scheduled to run through November 30. The production is then scheduled to transfer to the Ahmanson Theatre in Los Angeles beginning December 10.[16]

Television adaptations[edit]


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.[17] The character of Sir Harry was written out, and the Minstrel was rewritten to be Lady Larken's love interest, with the conflict concerning them being downplayed to a secret marriage.

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.[18] 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.[17] In 2016, the special was included as a bonus feature on the DVD Carol + 2: The Original Queens of Comedy.[19]


The third television version, which aired on December 18, 2005, on ABC in the United States 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.[20] It was directed by Kathleen Marshall and executive produced by Burnett and Martin Tudor.[20] 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. Additional plot changes include the King hiding to overhear the Queen and Wizard plotting the test, then collaborating with the Jester, Larken, and Harry.


Act I[edit]

A fictional medieval kingdom in 15th-century Europe 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"), but reveals the story to be fake, though he knows the true tale because he was there when it happened. The princess in the story is not the first princess tested to see if she is worthy of marrying Prince Dauntless the Drab—she is the thirteenth princess. The day the Minstrel arrives, the Queen, alongside her confidante, the Wizard, 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 unfair tests 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 the audience 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, and 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 is mute, he can still communicate ("The Minstrel, the Jester, and I"). Later, the Queen, assisted by the Wizard, designs a test for Winnifred based on something they are sure she has not 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 ("Sensitivity").

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 ("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[edit]

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 ("Happily Ever After"). King Sextimus has a man to man talk with Dauntless about the birds and the bees completely in pantomime ("Man to Man Talk"). 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.

The next morning, 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. She says that since Winnifred has not yet emerged from her room, she must still be sleeping and therefore has failed. Dauntless is heartbroken until Winnifred drowsily stumbles into the throne room while still counting sheep; she hasn't slept a wink. Everyone is ecstatic that Winnifred has passed but the Queen insists that Dauntless should not 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, and with this, she is forced to step down.

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 ("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.


  • Prince Dauntless - The son of Queen Aggravain and King Sextimus, who is slightly childlike, but easily falls in love with the princess just as he has with the many that have come before.
  • Princess Winnifred - The princess that comes from the swamp, who is brought to the castle by Sir Harry. She is also childlike and also much less refined than the rest of the castle's residents. She was far out of where the kingdom had searched for princesses before, but Sir Harry was noble enough to travel to find one like her.
  • Queen Aggravain - The wife of King Sextimus, who makes every princess take the extremely hard tests she creates. She is arrogant and full of herself and is in constant disagreement with the King despite his not being able to talk.
  • King Sextimus - The (cursed) husband of Queen Aggravain, and very good friend of the Jester and Minstrel. He cannot speak and communicates via hand gestures before he speaks at the end and allows for the prince and princess to be married.
  • The Minstrel - The narrator of the musical, who helps the King and the Jester many times, and all are very good friends. He is also very clever in his way of getting things, but is kind and smart with the way he does it.
  • The Jester - A complicated character of sorts, who is meant to be funny but instead is more sad or annoying than humorous. The jester is great friends with the king and the minstrel, and translates for the king frequently.
  • Sir Harry - The noble knight of the kingdom, who is in love with Lady Larken. He is the one who searches for the Princess Winnifred, after passing the mountains and the badlands. His true reason for bringing a princess to the kingdom was so that he and Lady Larken could be married, as well as all the rest of the kingdom.
  • Lady Larken - The very kind and refined nobility, who wishes to be married with Sir Harry, and carries his child. She believes at first that Princess Winnifred was a chambermaid, and still voiced that she did afterwards. She attempts to escape the kingdom after breaking up with Sir Harry for a night, but returns to him and they fall in love again ("Yesterday I Loved You").
  • Wizard - A very quiet person, who usually keeps to himself, although he is basically the Queen's minion, and puts her tests for the princesses in action. He does like the Jester and Minstrel though, and they bond over his past with the Jester's father.
  • Ensemble - The men and women of the kingdom, who wish to be married to each other throughout the play. They also highly encourage the prince to get married because they cannot be married until the prince marries a princess.

Musical numbers[edit]


Character Off-Broadway Broadway U.S. National Tour[21] West End U.S. Television Special U.S. Television Special Broadway Revival U.S. Television Special Encores!
1959 1960 1964 1972 1996 2005 2024
Princess Winnifred Carol Burnett Dody Goodman Jane Connell Carol Burnett Sarah Jessica Parker Tracey Ullman Sutton Foster
Prince Dauntless Joseph Bova Jack Sydow Robin Hunter Joseph Bova Ken Berry David Aaron Baker Denis O'Hare Michael Urie
Queen Aggravain Jane White Fritzi Burr Thelma Ruby Jane White Mary Lou Rosato Carol Burnett Harriet Sansom Harris
Lady Larken Anne Jones Carol Arthur Patricia Lambert Shani Wallis Bernadette Peters Jane Krakowski Zooey Deschanel Nikki Renée Daniels
Sir Harry Allen Case Chet Sommers Bill Newman Ron Husmann Lewis Cleale Matthew Morrison Cheyenne Jackson
King Sextimus Jack Gilford Will Lee Buster Keaton Milo O'Shea Jack Gilford Heath Lamberts Tom Smothers David Patrick Kelly
Jester Matt Mattox Harold Lang Max Wall Elliott Gould Wally Cox David Hibbard Michael Boatman J. Harrison Ghee
Minstrel Harry Snow John Baylis Bill Hayes Lawrence Clayton
Wizard Robert Weil Willy Switkes Bill Kerr Jack Fletcher Tom Alan Robbins Edward Hibbert Francis Jue

Notable Broadway cast replacements[edit]

1959 production[edit]

1996 production[edit]

2024 production[edit]

Awards and nominations[edit]

Original Broadway production[edit]

Year Award ceremony Category Nominee Result
1960 Tony Award Best Musical Dean Fuller, Jay Thompson, Marshall Barer and Mary Rodgers Nominated
Best Performance by a Leading Actress in a Musical Carol Burnett Nominated
Theatre World Award Won

1996 Broadway revival[edit]

Year Award Ceremony Category Nominee Result
1997 Tony Award Best Revival of a Musical Nominated


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  2. ^ IBDB. "Once Upon a Mattress". Retrieved December 5, 2011.
  3. ^ "Daily News 15 Jun 1960, page 79". Newspapers.com. Retrieved February 20, 2024.
  4. ^ "Once Upon a Mattress – Broadway Musical – Original | IBDB". www.ibdb.com. Retrieved February 20, 2024.
  5. ^ "Newsday (Suffolk Edition) 24 Jun 1960, page 78". Newspapers.com. Retrieved February 20, 2024.
  6. ^ "Daily News 01 Jul 1960, page 111". Newspapers.com. Retrieved February 20, 2024.
  7. ^ DomDeluise.com Carol Arthur
  8. ^ Meade, Marion (1997). Buster Keaton: Cut to the Chase. Da Capo. p. 284. ISBN 0-306-80802-1.
  9. ^ "Unsung Heroines". Archived from the original on June 15, 2008. Retrieved May 29, 2024.
  10. ^ "Sepia Records". Sepia Records. Archived from the original on September 24, 2015. Retrieved August 18, 2015.
  11. ^ a b Once Upon a Mattress Playbill (vault), accessed December 4, 2019
  12. ^ Clement, Olivia. "'Once Upon a Mattress' Revival, Starring Jackie Hoffman, Opens Tonight" Playbill, December 13, 2015
  13. ^ New York City Center. "Once Upon a Mattress - Encores!". New York City Center. Retrieved January 26, 2024.
  14. ^ mattressmusical (May 29, 2024). "[Confirmation of Urie casting]". Instagram. Retrieved May 29, 2024.
  15. ^ Culwell-Block, Logan (July 8, 2024). "Ana Gasteyer Will Rule Over Once Upon a Mattress". Playbill. Retrieved July 8, 2024.
  16. ^ Evans, Greg. 'Once Upon A Mattress' Starring Sutton Foster Sets Broadway Run, L.A. Engagement To Follow, Deadline Hollywood, May 17, 2024
  17. ^ a b Mandelbaum, Ken (January 6, 2006). "Insider: DVDs: Many Moons Ago". Broadway.com. Retrieved April 22, 2009.
  18. ^ "Once Upon a Mattress 1972". Turner Classic Movies. Atlanta: Turner Broadcasting System (Time Warner). Retrieved October 29, 2016.
  19. ^ amazon - Carol+2 DVD
  20. ^ a b "Once Upon a Mattress". Turner Classic Movies. Atlanta: Turner Broadcasting System (Time Warner. Retrieved October 6, 2016.
  21. ^ "Credits for Once Upon a Mattress (First National Tour, 1960) | Ovrtur". ovrtur.com. Retrieved May 22, 2024.

External links[edit]