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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

Plot Summary | Add Synopsis


TV-PG | See all certifications »






Release Date:

18 December 2005 (USA) See more »

Also Known As:

C'era una volta una principessa See more »

Company Credits

Show more on IMDbPro »

Technical Specs




Aspect Ratio:

1.78 : 1
See full technical specs »

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!
See more »


Version of The Princess and the Pea (1977) See more »


Happily Ever After
Music by Mary Rodgers
Lyrics by Marshall Barer
Sung by Tracey Ullman
See more »

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User Reviews

To crs949
19 December 2005 | by bekayessSee all my reviews

Don't know what "innocent" version of ONCE UPON A MATTRESS you saw in your youth, but this version is even more sanitized than the Broadway show or either of the 2 TV versions.

Your problem with "Pre-marital sex": Larken and Harry in the B'way show and 1972 TV version were not married. In the 1964 TV version, they were secretly married to appease the censors.

"Emphasis on the wedding night sex": the "Man To Man Talk" song between the King and Dauntless also was in the B'way show, and the 1972 TV version.

"Latent homosexuality": Not a part of the B'way show nor the TV versions, but, hey, what planet are you living on? "Will and Grace" airs in the so-called "family hour" on NBC. And Gay people have always been a part of the entertainment industry. Carol Burnett, on her classic TV variety show, often brought on guest stars who were suspected by the general public to be "known-homosexuals." (I can recall my rather naive mother telling me more than 35 years ago that Rock Hudson was gay.) Carol brought stars like Rock, Jim Nabors, Roddy McDowall, Nancy Walker, and many others onto her show. Carol was and is, in many ways, and honorary "friend of Dorothy." And don't let's talk about Bob Mackie. . .perhaps the greatest costumer designer ever!!!

I'm surprised you didn't mention the quasi-incestuous relationship between Agravain and Dauntless, something glossed over in this PC/2005 conservative version. In the original play and 1964 and 1972 TV version the Queen--after manhandling and promising Dauntless that she knows best--actually says (in an aside to the audience) "Oh, God, if I were only 20 years younger." (MY ASIDE: I once saw a production of BRIGADOON at a Christian High School where the 2nd act nightclub scene was changed to a COFFEE SHOP!!! My, how the times have regressed from enlightenment to close-mindedness.

BTW--I did like this version, but the earlier versions were better.

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