Once Upon a Mattress (2005)


USA. 2005.


Director/Choreography – Kathleen Marshall, Teleplay – Janet Brownell, Based on the Musical by Marshall Louis Barer, Dean Fuller, Mary Rodgers & Jay Thompson, Producer – John Peter Kousakis, Photography – Robert McLachlan, Music – Mary Rodgers, Lyrics – Marshall Louis Barer, Music Produced and Conducted by Michael Kosarin, Under Score – Michael Kosarin & Danny Troob, Production Design – John Willett. Production Company – Touchstone Television/Tudor Television/Mabel Cat, Inc./Marc Platt Productions


Tracey Ullman (Princess Winnifred), Carol Burnett (Queen Aggravain), Dennis O’Hare (Prince Dauntless), Zooey Deschanel (Lady Larken), Tom Smothers (King Sextimus), Matthew Morrison (Sir Harry), Edward Hibbert (The Wizard), Michael Boatman (The Jester)


It has been decreed by law that none of the people of the kingdom are able to marry until Prince Dauntless finds a wife. However, Dauntless’s mother, the queen, does not want him to marry and has created a series of tasks that each princess applicant so far has failed. Meanwhile, Sir Harry’s betrothed, the Lady Larken, announces that she is pregnant. He decides to set out on a quest to find a marriageable princess for Dauntless so that he and Larken can get married before the baby is born. Harry returns with the Princess Winnifred. Dauntless is immediately taken with Winnifred after she swims across the moat to get to the castle. However, the queen finds Winnifred’s lack of refinement vulgar and determines to set a test that will demonstrate that she is not a real princess. She comes up with the idea of making Winnifred sleep on a bed of twenty mattresses with a pea placed at the bottom – any true princess would be kept in sleepless discomfort by the pea. The queen then determines to do everything to exhaust or drug Winnifred to make sure that she sleeps the night through.

This is a tv movie based on the popular Broadway musical Once Upon a Mattress (1959), which in turn was an adaptation of the Hans Christian Andersen fairytale The Princess and the Pea (1835). Once Upon a Mattress was a considerable success when it opened. Among other things, it brought to fame actress/entertainer Carol Burnett who played the role of the Princess Winnifred. The musical was filmed twice before as Once Upon a Mattress (1964) and Once Upon a Mattress (1972), both times starring Carol Burnett as Winnifred. Carol Burnett also appears in this version, although at the age of 72 is just a tad too old to play the role of the princess and is now cast as the queen.

This version is directed by choreographer Kathleen Marshall – who is the sister of Broadway choreographer turned film director Rob Marshall, best known for Chicago (2002), Memoirs of a Geisha (2005), Pirates of the Caribbean: On Stranger Tides (2011) and another venture into musicals based on fairytales with Into the Woods (2014). Kathleen Marshall may have won some awards for her work on stage but when it comes to Once Upon a Mattress her direction and choreography are a disaster. One supposes they may well have to subtract something due the fact that the material is about 40 years old – even so, it seems creaky and dated.

Kathleen Marshall’s choreography of the dance sequences is both energetic and tiresome. They are overblown and never seem to be about anything other than people cavorting about. The numbers feel more like dance sequences for the sake of having dance sequences, rather than because they are integrated into any kind of narrative. There are song lyrics that involve Tracey Ullman dancing around the courtyard singing “Hey, nonny, nonny, is it you?” to which Dennis O’Hare’s response is to wander up singing “Hey nanny, noney, nonny, neeney.” You have to see the sequence to see how moronic it is. Surely the most embarrassing sequence is one that has Tom Smothers as the mute king trying to convey to his somewhat empty-headed son Dennis O’Hare the essence of the birds and the bees in a song that is played as a game of Charades. However, even that is capped in the embarrassingly bad stakes by the image of Edward Hibbert dressed as a nightingale swinging in a giant-sized bird cage while singing “ka-ka ka-ka ka-ka.”

Tracey Ullman (at age 46) feels about twenty years too old to be playing the princess but at least puts all of her characteristically cheeky cheer into it and fairly much carries the film. Even said, her overacting when it comes to the scenes of her trying to go to sleep on the bed is a horrible sight to watch. Carol Burnett plays broadly as the queen, determined to give the impression for right or wrong that she is a grand old style Hollywood queen.

The sets are cheap and lack much realism. For that matter, the kingdom we are in seems to lack any kind of social conviction – the people are not allowed to marry until the prince does, which his mother seems to be doing everything in her book to sabotage, yet there seems shame attached to thought of being pregnant and unwed with Larken considering fleeing at the prospect, so one cannot help but wonder how the kingdom has managed to keep populated the last 40 odd years.

The film ends up being an exceedingly slight run through of a fairytale that never had much of a story to it in the first place. The irony of Once Upon a Mattress is that it reverses what Hans Christian Andersen had in his version. The Princess and the Pea was designed to say that princesses are so refined in their breeding that they would be sensitive to a pea beneath twenty mattresses. In Hans Christian Andersen’s version, this was a test designed to see if a bedraggled claimant to being a real princess was who she said she was. Here though the musical has the princess being vulgar and unrefined and the principal task of most of the parties on her side being to help her cheat when the queen has set a task designed for her to fail.

(Winner in this site’s Worst Films of 2005 list).

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