34 user 10 critic

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
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 Die Prinzessin auf der Erbse (1918) See more »


Music by Mary Rodgers
Lyrics by Marshall Barer
Sung by Denis O'Hare, mimed by Tom Smothers
See more »

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User Reviews

Good but not great
20 December 2005 | by vchimpanzeeSee all my reviews

This is the first time I have seen any version of "Once Upon a Mattress". I thought Carol Burnett was wonderful as the domineering, often emotional and sometimes quite evil queen. And she could even sing. Tracey Ullman was outrageously quirky, especially when she tried to go to sleep. She could also be warm and pleasant, and she even had some singing talent--if that was her. Her first musical performance was more funny than anything else. Tom Smothers did quite a good job as the mute king, who could not talk after being cursed. Denis O'Hare also delivered. Zooey Deschanel and Matthew Morrison were very talented singers and did okay at acting. And Michael Boatman was very funny as the Jester, and Edward Hibbert deliciously evil as the Wizard.

I would say this was clean enough for most children. I questioned the TV-PG rating until I heard a reference to premarital sex. But unless a child knows where babies come from, this would be meaningless. It might lead the child to ask where babies come from, and of course King Sextimus gave his son a hilarious explanation of the process which never really got to the point. Especially since it was all in mime.

There was also a double entendre from Winnifred, but it would go over most kids' heads.

I enjoyed the music for the most part. Despite the medieval setting and costumes, a lot of the music sounded like Rodgers and Hammerstein. Winnifred also performed a sultry jazz number that seemed appropriate for a stripper.

The dancing and costumes also impressed.

I won't say it was a Disney classic, but it was certainly up to the usual Disney standards.

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