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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 »



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





Episode credited cast:
Prince Dauntless
Lady Larken
Sir Harry
The Jester
King Sextimus
The Wizard
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 | f rated | See All (18) »


TV-PG | See all certifications »




Release Date:

18 December 2005 (USA)  »

Company Credits

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Technical Specs



Aspect Ratio:

1.78 : 1
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Did You Know?


The original Broadway production of "Once Upon A Mattress" opened at the Phoenix Theater (At a total of five separate theaters!) on May 1, 1959, ran for 244 performances and was nominated for the 1960 Tony Award for Best Musical. Carol Burnett was nominated for the 1960 Tony Award for Actress in a Musical. 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 »


Princess Winnifred: I certainly like almost both your parents, Dauntless!
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Version of Once Upon a Mattress (1972) See more »


Nightingale Lullaby
Music by Mary Rodgers
Lyrics by Marshall Barer
Sung by Edward Hibbert
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User Reviews

A Disney movie that isn't shy!
31 May 2007 | by See all my reviews

In the vein of the classic, 1997 version of "Rodgers and Hammerstein's Cinderella", Disney released another delightful piece of eye candy, "Once Upon a Mattress", the musical twist on "The Princess and the Pea". "Once Upon a Mattress" is actually quite risqué for a Disney film. Oh, it's hardly HBO-worthy stuff, but not many ABC family movies lightheartedly deal with premarital sex, latent homosexuality, and the most shocking Oedipal relationship since Angela Lansbury and Laurence Harvey in "The Manchurian Candidate".

Hypersensitive/conservative parents better beware. For everyone else, it'd be a shame to miss the incomparable Carol Burnett (who originated the role of "Princess Fred" in the 1959 production of "OUaM") as the domineering Queen Aggravain, mother of meek Prince Dauntless (Denis O'Hare). When Prince Dauntless falls hard for robust, vivacious tomboy Princess Winnifred(Tracey Ullman), or "Fred" as she likes to be called, Queen Aggravain determines to sabotage the relationship by giving Fred a test she's convinced she'll fail. It's up to the mute King Sextimus (Tom Smothers), and dewy-eyed, pure hearted lovers Sir Harry (Matthew Morrison) and Lady Larken (Zooey Deschanael) to stop Queen Aggravain.

The costumes nearly steal the show, rich with explosive colors and sumptuous designs (Burnett's jewel-drenched costumes are designed by none other than Bob Mackie). Ullman gets wears yummy gowns of red and gold velvet, and Deschanael looks every bit the fair maiden in delicate, candy-colored silk dresses and rosy cheeks. The songs are also catchy and hummable, ranging from bombastic to ironic. I was surprised at what an incredible belter and game dancer Ullman was! In the show stopping number "Shy", she slides down poles and gets tossed about, Eleanor Powell-style, without missing a beat. Burnett shows that, even in her '70s, she's still a performer to be reckoned with, delivering the rather disturbing number "That Baby of Mine" with the hip-swiveling conviction of a burlesque dancer. All the couples have just the right amount of chemistry and a hell of a good time is had by all. Join the fun and don't be shy!

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