Getting To Know... Once Upon A Mattress


Getting To Know... Once Upon A Mattress

Mary Rodgers, Marshall Barer, Jay Thompson, Dean Fuller

Short Musical, Comedy  /  4f, 6m

Music by Mary Rodgers / Book by Jay Thompson, Dean Fuller and Marshall Barer / Lyrics by Marshall Barer

Winnifred the Woebegone is just a simple swamp princess looking to win the heart of Prince Dauntless. But can she pass the impossible test Queen Aggravain has in store for her? 

Photo: Carol Rosegg

Getting To Know... Once Upon A Mattress
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  • Cast Size
    Cast Size
    4f, 6m
  • Duration
    60 minutes (1 hour)
  • SubGenre
    Adaptations (Literature), Period, Docudrama/Historic
  • Audience
    Target Audience
    • Appropriate for all audiences
  • Nominee: Two 1960 Tony Awards, including Best Musical
    Nominee: 1997 Tony Award, Best Revival of a Musical
Many moons ago in a far-off place, Queen Aggravain decreed no couples could marry until her son, Prince Dauntless, found a bride. Princesses came from far and wide to win the hand of the prince, but none could pass the impossible tests given to them by the Queen. That is, until the “shy” swamp princess, Winnifred the Woebegone, showed up. Would she be able to pass the Sensitivity Test, marry her prince, and help Lady Larkin and Sir Harry to the altar? Carried on a wave of wonderful songs, by turns hilarious and raucous, romantic and melodic, this rollicking spin on the classic tale The Princess and the Pea provides some side-splitting shenanigans. After all, a princess is a delicate thing.

In the summer of 1958 at a resort in the Poconos called Camp Taminent, three young writers (composer Mary Rodgers and lyricist/librettists Marshall Barer and Jay Thompson) adapted Hans Christian Andersen's fairy tale The Princess and the Pea for a week-long run. This one-act musical proved so popular that it was held over and, before you could say "sensitivity," the show was snapped up by producers for a commercial run in New York.

By the time it opened off-Broadway in May of 1959 at the Phoenix Theatre, the show had acquired an additional author, Dean Fuller (who had previously worked with Marshall Barer on New Faces Of '56) a new director—the estimable George Abbott—a second act, and a new title: Once Upon a Mattress. Casting had undergone many changes, but the biggest was the result of George Abbott's desire for a new face to play the starring role of Princess Winnifred. It was Abbott's daughter, Judy, who "discovered" Carol Burnett— a new comedian then appearing at New York City's famed Blue Angel nightclub— and recommended her to Barer and his collaborators. Upon her arrival in New York, Burnett had determinedly insisted to her younger sister that she was going to be the star of a Broadway musical directed by the famous George Abbott— long before anyone in The Big Apple had even heard her name. And the rest, as they say, is history. 

The show had a healthy run of 460 performances in an extraordinary Broadway tour, moving from the Phoenix, to Broadway's Alvin (now the Neil Simon), to the Winter Garden, to the Cort Theatre, and then finally to the St. James Theater. The reviews were good, and Mattress was nominated for Best Musical at the 1960 Tony Awards. Mattress was against The Sound of Music, pitting Rodgers against Rodgers for the prestigious award. Carol Burnett also received her first Tony nomination for Best Actress as Fred, cementing her launch into stardom. After the close of the Broadway run, it was produced for television first in 1964 and again in 1972, with Ms. Burnett reprising her role both times. 

In the fall of 1995, Once Upon a Mattress returned to Broadway, starring Sarah Jessica Parker as Winnifred. Carol Burnett appeared in the ABC television version of Mattress in 2005, this time as the imposing Queen Aggravain, with the esteemed British comedian Tracey Ullman as Winnifred. The production was directed by Tony Award-winning director Kathleen Marshall.

And the show itself? Well, what happened to this charming musical is a fairy tale as well. Over the next 35 years, without anyone really paying close attention (except maybe the authors), it is one of the top licensing shows in the Concord catalogue, with over 300 productions annually in the US alone. Not bad at all for a show that began as a 45-minute divertissement!


Performing Groups
  • Elementary School / Primary
  • Jr High/Primary
  • High School/Secondary
  • Community Theatre
  • Youth/Camp Programs

Licence details

  • Licensing fees and rental materials quoted upon application.



  • Time Period: Medieval (6th-14th c.)
  • Duration: 60 minutes (1 hour)
  • Features / Contains: Fantasy Costumes, Period Costumes


Getting To Know... Once Upon a Mattress takes place many moons ago, in a far-off place. However, it requires only a simple set and some props and small set pieces to suggest the three different locations.

Specific Locations 
The Grand Hall in the Castle
A Corridor in the Castle
Winnifred's Bedchamber


4f, 6m
Cast Attributes
  • Roles for Children
  • Strong Role for Leading Man (Star Vehicle)
  • Strong Role for Leading Woman (Star Vehicle)
3 Women (Princess Winnifred the Woebegone, Queen Aggravain, Lady Larken)
5 Men (Prince Dauntless the Drab, Sir Harry, The Minstrel, The Jester, The Silent King)

1 Woman (Lady Beatrice)
1 Man (The Wizard)

Singers and dancers portraying the Ladies and Knights of the Kingdom

Princess Winnifred the Woebegone
Prince Dauntless the Drab
Queen Aggravain
The Silent King
Lady Larken
Sir Harry
The Minstrel
The Jester
The Wizard
Lady Lucille
Sir Studley
Lady Rowena
Lady Beatrice
Sir Harold
Princess No. 12
Ladies and Knights of the Kingdom
Casting Notes

In this show, the race of the characters is not pivotal to the plot. We encourage you to consider diversity and inclusion in your casting choices.


  • Musical Style: Classic Broadway
  • Dance Requirements: Moderate
  • Vocal Demands: Moderate
  • Chorus Size: Large
1. "Prologue/ Many Moons Ago" - Dauntless, Minstrel, Jester, King, Queen, Ensemble
2. "Opening For A Princess" - Dauntless, Larken, Rowena, Lucille, Knights, Ladies
3. "Many Moons Ago (Reprise)" - Winnifred, Ensemble
4. "Shy" - Winnifred, 1st Knight, 2nd Knight, 3rd Knight, Dauntless, Queen, Knights, Ladies
5. "Shy (Playoff)" - N/A
6. "Sensitivity" - Queen, Wizard
7. "Sensitivity (Playoff)" - N/A
8. "The Swamps Of Home" - Winnifred, Ladies, Dauntless
9. "Scene Change" - N/A
10. "The Minstrel, The Jester and I" - Minstrel, Jester, King
11. "The Minstrel, The Jester and I (Playoff)" - N/A
12. "Happily Ever After" - Winnifred, Larken, Lucille, Rowena, Ladies
13. "Happily Ever After (Playoff)" - N/A
14. "Yesterday I Loved You" - Harry, Larken
15. "Yesterday I Loved You (Playoff)" - N/A
16. "Spanish Panic" - N/A
17. "Spanish Panic (Continues)" - N/A
18. "Song Of Love" - Dauntless, Winnifred, Ensemble
19. "Song Of Love (Playoff)" - N/A
20. "Quiet (Part 1)" - Queen, Ensemble
21. "Quiet (Part 2)" - Queen, Ensemble
22. "Six O'Clock In the Morning" - N/A
23. "Finale" - N/A
24. "Bows and Exit Music" - N/A
This musical is performed with accompaniment tracks. 


Rehearsal Resources

Music Material Rental Packages Glyphs / UI / Tooltip

Full Package:

Standard Hire Package

30 Student Libretto/Vocal books
1 Piano/Vocal Book
1 Production Guide

1 Digital Resource Package:

  • Performance Tracks
  • Guide Vocal Tracks
  • Guide to Choreography & Staging
  • Audition Sides and Forms and Track Samples
  • Costume Design
  • Set Design 
  • Props List
  • Artwork

Additional Resources And Services Available



"As fresh, inventive and funny as ever...with wit and sophistication, and more important, human feeling." — New York Daily News

"A perfect pastiche of its own charming self." — Liz Smith

"A hilariously nutty retelling of the beloved fairy tale The Princess and the Pea. The show itself is a musical comedy gem. Mattress is a masterpiece of its kind." — Michael Portantiere, Theatermania

"As fresh, inventive and funny as ever... Once Upon a Mattress shows you can retell fairy tales with wit and sophistication, and more important, human feeling." — New York Daily News

Music Samples


  • Rodgers and Hammerstein I Getting To Know... Once Upon a Mattress

More videos +



Mary Rodgers

Mary Rodgers (1931-2014). An accomplished author, screenwriter and composer, Mary Rodgers' earliest professional credits included serving as Assistant to the Producer of Leonard Bernstein's New York Philharmonic Young People's Concerts.Her Broadway career began as composer of the 1959 musical Once Upon A ...

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Marshall Barer

Marshall Barer (1923-1998) could have been labeled eclectic, mercurial, peripatetic, or simply promiscuous, but it mattered not to him, who over the years mated his lyrics to the melodies of Michele Brourman, Hoagy Carmichael, Gordon Connell, J. Fred Coots, Vernon Duke, Duke Ellington, Michael Feinstein, Dean Fuller ...

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Jay Thompson

Jay Thompson co-wrote the book for Once Upon A Mattress and wrote the book, music and lyrics for the opera The Bible Salesman, as well as the one-act musical The Oldest Trick in the World. He also wrote Pocketful of Wry, a musical revue. In addition to composing words and mus ...

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Dean Fuller

Dean Fuller (1922-2017) was a composer, playwright, conductor, sailor, pilot, novelist and teacher. B.A. music and drama, Yale University. Alumnus Tamiment Playhouse, last of the Borscht Belt boot camps for revue writers, lyricists and composers. He co-wrote the book for Once Upon A Mattress, contributed mu ...

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