Skip to content




So, for the first time since the Sarah Jessica Parker revival in 1996, ONCE UPON A MATTRESS was back in the Broadway theater district last week.

Although more than a quarter century has passed since the musical’s run at the Broadhurst, here’s betting that most everyone who attended Encores! had already seen at least one iteration of this compound-fractured fairy-tale version of “The Princess and the Pea.”

Plenty of attendees at City Center had even appeared in it. Since the original production closed in 1960, MATTRESS has seen more than 25,000 productions.

Millions more caught in on television, thanks to not one, not two, but three separate TV specials: The 1964, 1972 and 2005 iterations boasted original stage star Carol Burnett; she was again the leading lady of the first two and the character actress in the last one.

(Or, for all we know, this was merely the most recent TV special.)

All this staying power had to surprise composer Mary Rodgers, bookwriters Jay Thompson, Dean Fuller and Marshall Barer; the latter provided the lyrics, too. After all, the original production that opened on May 11, 1959, at the Phoenix Theatre at Second Avenue and East 12th Street was hardly a smash hit. After six months of softish sales at the Phoenix, MATTRESS tried its luck moving uptown to the Alvin.

Three months later it was forced out by GREENWILLOW.

Two months is all it could get at the Winter Garden, for WEST SIDE STORY wanted to return.

Then to the Cort for all of 12 days, as MATTRESS waited for FLOWER DRUM SONG to close so it could go to the St. James. Two months later, it was gone.

The Schumer Theatrical Transfer Trucking Company was so grateful for its business that it actually gave the producers an award.

MATTRESS’ actors were less appreciative; they would often carry protest signs to fight their evictions: “A house! My kingdom for a house!” 

It’s been housed almost every night of the year ever since. The story of an underling beating a dictator will never go out of fashion.

Here the underdog is Princess Winnifred; her tormentor is Queen Aggravain. The name fits, for she is quite vain and can aggravate any difficult situation. She unilaterally rules her 15th-century kingdom despite the fact that there is a king: Sextimus, dubbed Sextimus the Silent, for Aggravain has hen-pecked, hen-pounded and hen-hounded him into that much submission.

She’s browbeaten their son Dauntless, too. He’s now of age to marry and eager to do so. Aggravain has decreed that any contender for her son’s hand “must be a real, genuine, bonafide princess, just as I was.”

Aggravain keeps making impossible demands of any candidate, shown in the style of a favorite ‘50s form of entertainment: the TV quiz show. When the newest candidate can’t answer “What was the middle name of the daughter-in-law of the best friend of the blacksmith who forged the sword that killed the dragon?”, once again Aggravain gets to mother-smother her darling baby man.

Sings Dauntless, “I lack a lass, alas, alack,” in the first example of some excellent wordplay from Barer. This comes in “An Opening for a Princess,” which establishes that the kingdom – uh, queendom – has a strange custom. No one can marry and procreate until the Dauntless does. That frustrates the populace, which sings “Nobody’s getting any.”

That might sound a tad ribald and out-of-place for what seems to be a G-rated fairy tale. But Barer had a clever twist by adding a last word: “Nobody’s getting any younger.”

Actually, one couple has been getting plenty: Sir Harry and Lady Larken (Jane Krakowski in that Parker revival). Now she’s with child and with Dauntless without wife, she and Harry are in trouble.

But here comes Winnifred, who’s heard about that opening. She not only throws her hat in the ring, but also her entire body into the moat to reach the castle.

(Sarah Jessica Parker is delightful in the way she explains her reasoning: “The early bird!”)

What she catches is Aggravain’s disdain, who looks down her eyes, ears, nose and throat at her. That someone would do so common an act as swimming a moat seems most un-regal to her. Worse: Winnifred admits that she’s the princess of Farfelot, which is mostly swampland; that cuts no ice with the icy Aggravain.

But Dauntless is in awe of someone whose body can master that body of water.

This Winnifred won’t be denied, come hellion (a disapproving Queen) or high water (that moat). She insists that she’s “going fishing for a mate” with “bated breath and hook.” And while this joke is clunky when read – because of the difference in the spelling of “bated” and “baited” – when you hear the album, you’ll see it plays well aurally.

Winnifred tries to guess which of the assembled is the prince. “Hey, nonny, nonny, is it you?” gets many to respond “Hey, nonny, NO.”  What a delightful new twist to that famous medieval expression.

When Winnifred reaches Dauntless, he’s become so taken with her that he can only nervously answer, “Nonny, neeny, noony, nonny, noony, neeny.”

This was actually a reference to Jonathan Winters’ 1958 novelty hit “Ne Ne Na Na Na Na Nu Nu.”

(That such a song exists can be proved by a trip to YouTube.)

Winnifred’s song is oxymoronically called “Shy,” for she unleashes uninhibited, tsunami-level bleats of “SHY!” that belies her bashfulness. Better still, Barer made that word especially pay off at song’s end when Winnifred sings that she’s “one man shy.” 

(Obviously Mary Rodgers liked the song, too, for she used it as the title of her 2022 memoir.)

Because Dauntless is so smitten, Aggravain must make ensure that Winnifred’s test is her most impossible one yet. To determine the upstart’s “sensitivity” – a must for any princess, Aggravain insists – she’ll put a pea under 20 mattresses; if Winnifred can’t sleep because of the “lump,” only then will she be proved a princess and approved. That won’t happen, Aggravain assumes, but it does, thanks to her in-court enemies’ sabotage.

Barer had many imaginative ideas. In “Man to Man Talk,” the silent Sextimus uses charades to explain the facts of life to Dauntless. Just as much fun is “Very Soft Shoes” in which a second-generation Jester recalls how his father “played the palace” and was called “a dancing fool.” Considering that a jester was also known as a fool, Barer cleverly riffed on this expression that had always described someone who loves to dance. And whenever you see a jester pictured, isn’t he always wearing very soft shoes?

Listen to “Happily Ever After,” in which Winnifred skeptically examines fairy tales’ insistence that all ends well for everyone concerned. Not quite, we realize, as Barer’s rhymes merrily roll along.

MATTRESS also offered an unexpected ingredient in what seemed to be a conventional musical comedy. Although it has the old musical theater template of two couples – one serious and one comic – it changed the construction. Here the romantic lovers don’t dominate with stage time and songs; the funny characters do.

Mary Rodgers’ music is marvelous, too, be it in ballads, up-tempos and comedy songs (of which there are quite a few). It most impresses in “Sensitivity,” a rare 5/4 showtune that has Aggravain wondering what she’ll do to Winnifred en route to coming up with her pea-brained solution.

At the 1959-60 Tonys, Mary Rodgers bounded onto the stage to accept the Best Musical award – for her father. Richard Rodgers was vacationing in Italy, so his dutiful daughter picked it up for THE SOUND OF MUSIC (which tied with FIORELLO! – still the only Best Musical dead heat in the long history of the awards).

The other nominees were MATTRESS, GYPSY and TAKE ME ALONG. Most will probably agree that GYPSY is too good a musical to finish third, but let’s also admit that ONCE UPON A MATTRESS is too good a show to finish fourth. To see it or hear it is worth swimming a moat.

Peter Filichia can be heard most weeks of the year on His new book – BRAINTEASERS FOR BROADWAY GENIUSES – is now available on Amazon and at The Drama Book Shop.