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Once Upon a Mattress DVD Review

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Movie & DVD Details

Director: Kathleen Marshall

Cast: Carol Burnett (Queen Aggravain), Tracey Ullman (Princess Winnifred), Denis O'Hare (Prince Dauntless), Tom Smothers (King Sextimus), Matthew Morrison (Sir Harry), Edward Hibbert (The Wizard), Michael Boatman (Court Jester), Zooey Deschanel (Lady Larken), Jennifer Copping (Lady Rowena), Topaz Hasfal (Lady Merrill), Cailin Stadnyk (Lady Lucille), Michelle Harrison (Princess #12), G. Michael Gray (Lookout)

Songs: "Many Moons Ago", "In A Little While", "Shy", "Sensitivity", "The Swamps of Home", "Spanish Panic", "Song of Love", "Happily Ever After", "That Baby of Mine", "Man to Man Talk", "Normandy", "Lullabye", "Finale"

Original Air Date: December 18, 2005 / Running Time: 91 Minutes / Rating: TV-PG

1.78:1 Anamorphic Widescreen (High-Def. Broadcast Ratio), Dolby Digital 5.1 (English)
Subtitles: English (Enhanced for Hearing Impaired); Closed Captioned
DVD Release Date: December 20, 2005
Single-sided, single-layered disc (DVD-5)
Suggested Retail Price: $19.99
White Keepcase

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Anyone who has paid attention to the way television networks schedule programming has likely discovered that the science behind it is rather perplexing. How else to explain how Once Upon a Mattress, a perfectly fine filming of the well-known musical comedy play with an accomplished cast, sat on the shelves for well over a year before making its debut on The Wonderful World of Disney? Mattress had been tentatively slated to take to the airwaves a few times, but when it finally did, its DVD release was just two short days away. At least this 2003 production received decent exposure and a
favorable Sunday night timeslot, the same of which cannot be said of A Wrinkle in Time, another much-anticipated Wonderful World of Disney production which was inexplicably relegated to a quiet three-hour Monday night airing the year before.

Since its revival in the fall of 1997, the now-sporadic weekend fixture The Wonderful World of Disney has tackled a number of musicals, including Rodgers & Hammerstein's Cinderella (1997), Annie (1999), and The Music Man (2003). As a play, Mattress opened off-Broadway in May of 1959. A comedic spin on the fairy tale "The Princess and the Pea", the songs were penned by Mary Rodgers, whose father was none other than Richard Rodgers of legendary songwriting team Rodgers and Hammerstein. Mary would later write the book Freaky Friday and the corresponding screenplay for Disney's esteemed adaptation, as well as the script for the studio's lesser-known 1981 film The Devil and Max Devlin. Originating the lead role of Princess Winnifred on stage was 26-year-old Carol Burnett, who would become known with television audiences for headlining "The Carol Burnett Show", a long-running, widely-decorated musical comedy variety series. Burnett would follow Mattress to Broadway for a 7-month run beginning the day before Thanksgiving in 1959 and portrayed the Princess yet again for TV filmings in 1964 and 1972.

The control freak Queen Aggravain (Carol Burnett) comforts her middle-aged bachelor son, Prince Dauntless (Dennis O'Hare) with a little bitty. Princess Winnifred (Tracey Ullman) makes quite the entrance, having just swum the royal moat.

Just shy of fifty years since the play debuted, Burnett was back for a third TV movie adaptation, this time in the role of bossy antagonist Queen Aggravain (as well as executive producer). The tough-to-please Queen has disapproved of every suitor to her son, the Prince Dauntless (Denis O'Hare), which has kept him and every other inhabitant in the tiny village unmarried, as per a royal decree which states that for as long as the prince is unwed, so too must everyone be. This law has created unrest for the villagers for some time, and now it is especially distressing for Lady Larken (Zooey Deschanel of Elf) and Sir Harry (Broadway actor Matthew Morrison), who have somehow conceived a child out of wedlock. If Prince Dauntless cannot find a worthy princess soon, then Lady Larken will be forced to flee, for that is apparently the course of action for a pregnant lady under the circumstances.

In the interests of his love and all the Queen's subjects, Sir Harry leaves to find an unmarried woman of royal birth worthy to take the middle-aged Prince's hand in marriage. He soon returns with Princess Winnifred the Woebegone (Tracey Ullman), who hails from a swamp kingdom and is anything but your typical princess. Queen Aggravain views the brash but lively Winnifred with the same contempt she held for her son's twelve past marriage candidates. Though the princess's papers appear legitimate, the Queen doubts that the woman who swam through the royal moat is truly of royal birth and scoffs at the notion that Winnifred is fit for her son. Dauntless, on the other hand, is quite enchanted with the town's new arrival.

As Winnifred (or "Fred", as she prefers to be called) makes every effort not to disappoint Dauntless, the pair prepares to withstand the toughest part of the courting ritual: the Queen's test, which is never the same and never easy for a princess to pass. Anyone familiar with the story "The Princess and the Pea" will already know that the Queen's latest challenge involves a single pea and twenty mattresses. But Fred and Dauntless do not, leaving them to contemplate math, science, strength, and other avenues which might be explored.

It's time for some music, with the damsel being preggers and all. Sir Harry (Matthew Morrison) and Lady Larken (Zooey Deschanel) sing "In a Little While." Princess Fred has spunk. That, and a rose in her mouth.

Over the years, Once Upon a Mattress has become one of the most performed plays in America. While this musical has only enjoyed two brief Broadway runs (it was revived in 1996 with Sarah Jessica Parker in the lead), it has turned up in countless incarnations for school and community theatres. Its oft-adapted nature is certainly a testament to the play's enduring appeal, however, it has never really ranked as something extremely popular or critically acclaimed. That probably explains why this Wonderful World of Disney take on the source proves to be enjoyable, fairly funny, and not especially memorable. This production's characters are interesting, the irreverent tone seems fitting, the broad comedy is bearable, and the performances do not disappoint. The music is something of a mixed bag, but in reality, it seems consistently average. The songs
and stagings are never terrible, but never excellent and those who are not terribly fond of musicals will find that the numbers here slow things down without conveying too much that hasn't already been grasped.

I can see how Disney's Mattress could let down significant portions of the audience. Those wanting a cinematic version of the musical are bound to be disheartened by the clearly theatrical presentation, from a CGI castle in the establishing shot to showy sequences on sets that never feel like anything but colorful stages. At the same time, those who are fond of the play from either seeing or acting in it will probably object to changes made to suit the sensibilities of a telemovie and the dynamics of this particular cast. (I noticed nothing in this regard, but I wasn't looking.) Others expecting merely a good old-fashioned princess movie may find the proceedings overly brash or ironic, while those looking for family-friendly entertainment may be surprised at the suggestive content, which is about as racy as anything bearing the "Disney" name is these days.

Still, I didn't bring many expectations to the movie, having not seen any incarnation of the play but knowing the movie's origins as a Broadway musical comedy, and I enjoyed it to a fair extent. Good enough to recommend? Not quite. Good enough to not make me long for another viewing of The Muppets' Wizard of Oz? Indeed. Basically, if musical comedies set in the olden days with clearly theatrical roots are your thing, then Once Upon a Mattress should entertain you heartily. If not (and I think it's safe to say you are in the majority), then you probably won't have an extremely favorable reaction, but at the same time, you may be pleasantly surprised by its witty and diverting ways.

Having been cursed not to speak, King Sextimus (Tom Smothers, of the Smothers Brothers) resorts to mime to communicate with his son. Princess Fred and Prince Dauntless are both a little odd, which makes them right for each other.


Unlike most of the studio's recent made-for-TV movies which are made with two aspect ratios in mind, Disney has opted to give us the more forward-thinking framing of Once Upon a Mattress on DVD. The disc boasts a stunning 1.78:1 anamorphic widescreen presentation, matching the dimensions of the film's high definition broadcasts. The sets and lighting consistently remind you that there is more of stage than of screen to this production and the visuals support that, with a bright look that suggests a television debut, albeit without the inherit shortcomings that such a format would have entailed a decade or two ago. While you never get the sense of film stock being used (and some may fault the disc for being too soft), the element is perfectly pristine and picture quality is entirely pleasing.

Audio is presented in Dolby Digital 5.1 and it is an utterly pleasing if somewhat simple track. The musical numbers never capitalize upon the soundfield; they very much stem from the front speakers. On occasion, the rear channels are employed effectively to convey atmosphere with sound effects and they pick up the slack where the artificial-looking visuals falter. Dialogue is perfectly crisp and always intelligible. The volume is inconsistent, so that you're forced to adjust the dynamics from raising (soft conversations) to lowering (the songs) if you cannot listen without some inhibitions. Some people like that kind of range, others do not. In a track which does not yield any other complaints, though, it is worth commenting upon.

Carol Burnett is seen as Broadway's original Princess Winnifred in this still from "The Making of "Once Upon a Mattress." Tracey Ullman, Edward Hibbert, and various crew members have fun on the set in "Between Takes." Winnifred struggles to sleep in the inspired animated main menu, which also showcases Prince Dauntless and Queen Aggravain from time to time.


The first and most worthwhile of the four included supplements is the accurately-titled featurette "The Making of Once Upon a Mattress" (7:23). Appropriately enough, it begins reflecting
upon the Broadway debut of both the play and Carol Burnett before moving onto coverage of this made-for-TV production. There's the standard mix of on-the-set/rehearsal footage and cast/director interview soundbites, with a touch of film clips thrown in for good measure. "Standard" defines this brief piece pretty well, but it's neat that we get to hear from the cast and they have some keen and amusing observations to make.

The case describes "Between Takes" (3:27) as "the cast's hilarious antics on the set." Take out "hilarious" and that's pretty accurate too, as you mostly just see the actors having fun trying out costumes and passing time between takes. Most of the footage features Edward Hibbert in his big bird suit, so unless that does it for you, this is not something you'll return to.

Finally, there are two Rehearsal-To-Film Comparisons which present a musical number from the movie next to the same sequence as performed in uncostumed rehearsal. There are a number of ways such a thing could have been achieved, and this disc chooses perhaps the least appealing way possible by relegating two 4x3 frames next to each other, creating an abundance of black space and making the frames fairly small. The feature moves a highlighted border back and forth between the two to reflect the audio being employed (either rehearsal or final product). Fullscreen footage of the rehearsal sequences alone would have probably been more interesting to see. The two songs offered are Winnifred's introductory number "Shy" (4:23) and Larken/Harry's duet "In A Little While" (1:07).

Sneak peeks are present at the start of the disc to promote Lady and the Tramp, The Wild and The Shaggy Dog (via Disney Channel Movie Surfers fluff), Valiant, and Kronk's New Groove. The Sneak Peeks menu holds additional previews for DVD Volumes 1-5 of "Power Rangers S.P.D.", the December 6 pairing "That's So Raven": Raven's House Party and The Proud Family Movie, the Season 1 highlights of "Extreme Makeover: Home Edition" DVD, and ABC sitcom "Hope & Faith."

The menus are oddly 4x3-encoded, but they nicely present selection screens with a brief CG-tour introduction before depicting Winnifred's unrest through inspired keyframe motion. The rest of the menus are non-animated, but are accompanied by the same instrumental that the Main Menu is and feature imagery of the cast.

Queen Aggravain and her flamboyant assistant The Wizard believe they are setting Princess Fred up for a fall with their talk of a hip new dance, the Spanish Panic. Somebody's in for a long restless night.


There is nothing disastrous or unexpectedly excellent about Once Upon a Mattress that can explain its slow track to airing on the Wonderful World of Disney. The movie offers a satisfactory presentation of a diverting play, which means that fans of musical comedies (and this one in particular) should enjoy it, but those who are not needn't go out of their way to see it. The DVD scores points for a fine 16x9 widescreen transfer, sufficient sound quality, and a couple of light extras, which together at the modest suggested retail price make this a recommended disc for fans of the movie or even just the genre.

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Related Reviews:
Written by Mary Rodgers: Freaky Friday (1977) The Devil and Max Devlin (1981) | Adapted from Mary Rodgers: Freaky Friday (2003)
Featuring the Voice of Tracey Ullman: Kronk's New Groove (2005) | Featuring the Voice of Edward Hibbert: The Lion King 1 (2004)
Starring Zooey Deschanel: The Hitchhiker's Guide to the Galaxy (2005)
Live Action Musicals: Newsies (1992) The Happiest Millionaire (1967) The One and Only, Genuine, Original Family Band (1968)
The Wonderful World of Disney: The Muppets' Wizard of Oz (2005) A Wrinkle in Time (2004) Eloise at the Plaza (2004)
December 2005 DVD Releases: Valiant (2005) The Proud Family Movie Walt Disney Treasures: Disney Rarities
Touchstone Television: Desperate Housewives: Season 1 (2004-05) The Golden Girls: Season 3 (1987-88) Felicity: Season 4 (2001-02)

Related Preorders:
Little House on the Prairie (2005 Wonderful World of Disney miniseries; DVD release date: March 28, 2006)

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Reviewed January 23, 2006.