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Once Upon a Mattress (2005)

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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 »



(musical) (as Marshall Louis Barer), (musical) | 3 more credits »
Nominated for 2 Primetime Emmys. Another 1 nomination. See more awards »
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Once Upon a Mattress (TV Movie 1964)
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The musical story of THE PRINCESS AND THE PEA, adapted from the 1959 Broadway hit, and featuring most of the original Broadway cast.

Directors: Joe Layton, Dave Geisel
Stars: Carol Burnett, Jane White, Jack Gilford
Director: Marcel Sarmiento
Stars: Devon Alan, Laura Harris, Zooey Deschanel


Credited cast:
Princess #12
Rest of cast listed alphabetically:
Scott Augustine ...
Dancing Knight
Linda Bernath ...
Jordan Cable ...
Dancing Knight
Stephenos Christou ...
Dancing Knight
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

Plot Summary | Add Synopsis

Plot Keywords:

princess | queen | prince | king | singing | See All (17) »


TV-PG | See all certifications »




Release Date:

18 December 2005 (USA)  »

Also Known As:

C'era una volta una principessa  »

Company Credits

Show detailed on  »

Technical Specs



Aspect Ratio:

1.78 : 1
See  »

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.
See more »


Version of Die Prinzessin auf der Erbse (1960) See more »


In A Little While
Music by Mary Rodgers
Lyrics by Marshall Barer
Sung by Zooey Deschanel, Matthew Morrison
See more »

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User Reviews

Disney: Hands off, please!
20 December 2005 | by (NYC, United States) – See all my reviews

Mattress is a great show... for those 16 or older. Like most Warner "Looney Tunes" it was never intended for children! Now, if you take that very premise, and try to make it palatable for the Christain set between our 2 mountain ranges, you kill the very premise for the show in the first place! The original plot revolves around, and is propelled by a pre-marital pregnancy, an Oedipal relationship, a woman-chasing father, and typical court intrigue. These are now, essentially all gone and with them went the engine that drives the show. That said, the actors here were all fine, and generally well cast (although I'd have gone with Marcel Marceau or the brilliant Bill Irwin for the King, even though Tommy Smothers was still great) and all the leads made the very wise choice of going with their own strengths as opposed to trying to out do the originals. Tracey Ullman was great as her own Winnifred, and Burnett created her own Queen, knowing that, like her own Winnifred of 1959, Jane White's original Queen is absolutely not copyable! The "dated" musical sound of the original was marvelously updated for today. All of which underscored the terrible rewriting of the book, and the stodgy direction accompanying it. Why take 5 minutes of droopy dialog to establish what "Opening For A Princess" did musically in 2? Where did that useless dungeon scene come from? "The Queen Has Ordered Quiet" and "Very Soft Shoes"" would have fit much better in the same amount of time. "Mattress" is a fully loaded freight train racing down a steep mountain grade, barely staying on the tracks, whistle and bells going all the way. Anything less (like the recent Broadway revival too) just falls flat. I wish they'd either re-release the 1964 B&W version, or someone please do a shot-by-shot remake, as it was written! No, Hollywood, you don't know better than the original Broadway writers and, no Disney, you don't know real comedy. You know "cute, innocent and humorous," but that's a long way from comedy! Please stop remaking Broadway musical comedies. Let someone else do it, please!

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