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Once Upon a Mattress 

0:57 | Trailer
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 »


Official Sites:

Official site





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
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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 »


Princess Winnifred: I certainly like almost both your parents, Dauntless!
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Remake of Once Upon a Mattress (1964) See more »


In A Little While
Music by Mary Rodgers
Lyrics by Marshall Barer
Sung by Zooey Deschanel, Matthew Morrison
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User Reviews

On the Whole Disappointing
2 May 2006 | by JvbwaySee all my reviews

"Once Upon a Mattress" is a delightful musical. It is, however not big enough to be made into a film, so a television version would be a perfect solution. In fact, it was the perfect solution in two earlier versions, both of which starred Carol Burnett, who created the role of Princess Winnifred in the original Off-Broadway and Broadway productions. however, both of those versions were abridged and differed from the script slightly, so the third version would have been the perfect opportunity to remain faithful to the stage script,

this is sadly one of the films shortcomings. A substantial amount of the score is dropped, not to mention some curious script alterations, such as lady larkin being sent to the dungeon, and the character of the minstrel is dropped.

On top of that, the cast is a mixed blessing. Carol Burnett is delightful, using her trademark comedy to the best of her abilities, beautifully hamming it up. taking on Burnett's role is Tracy Ullman ("Hairspray"'s Marissa Jaret Winokour was originally considered, but she turned it down). On the whole, Ullman is a good choice for the role, charming but still not an obvious bride for a prince. Ullman's comedy is adept and her singing is good, but on the whole one can't help but think she is a but mature for the role. The same goes for Dennis O'Hare as Prince Dauntless, his over the top performance somewhat schticky. Matthew Morrison is charming as sir harry, and Zooey Deschanel is appealing as Lady Larkin, even if she is a bit too contemporary for the role.

Still, after ABC's wonderful remakes of "Bye Bye Birdie" and "Annie", one can't help but feel that they could have done better.

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