Once Upon a Mattress (film)

A chorus introduces a kingdom where no one can marry until Prince Dauntless does, but his mother, Queen Aggravain, has incredibly high standards for his bride, believing only a "genuine" princess is good enough for her son. After the latest princess to ask for his hand fails the test set out for her, Dauntless mentions to Aggravain that he suspects that she is sabotaging his marriage prospects, which she falsely denies. Meanwhile, Lady Larkin has discovered that she is pregnant and that she and Sir Harry, captain of the guard, need to find Dauntless a bride so that they themselves can get married and prevent Larkin from being banished from the kingdom.

After several weeks of searching, Harry brings back Winnifred, a princess from the northern swamps who arrives at the castle after swimming the moat. Though Aggravain is disgusted by Winnifred, Dauntless falls instantly in love with her. Despite the queen's protestations, Dauntless convinces her to give Winnifred a chance, and the ladies of the court take Winnifred to get dry as Aggravain consults with the Wizard to pick a test. Deciding that the test should be on sensitivity, something Winnifred surely knows nothing about, they plan to test her that evening by placing a pea under twenty mattresses, claiming that a genuine princess could never sleep without feeling it.

As Winnifred is getting dressed, she is visited by the much nicer King Sextimus, the real ruler of the kingdom who is mute, and his Jester. The Jester explains that Sextimus was cursed by a witch and that it would only be reversed when "the mouse devours the hawk." Dauntless and the ladies of the court are then entertained by Winnifred's stories from living in a swamp. After a round of croquet, Aggravain tells Winnifred and Dauntless that they will be holding a ball later that evening to celebrate Winnifred's arrival. Secretly, Aggravain tells the Wizard that they will be dancing to the Spanish Panic, one of the most tiring dances ever, in order to exhaust Winnifred and ensure that she fails the test.

Larkin meets up with Harry and expresses her worries that Winnifred is bound to fail, chastising Harry for not finding a better princess. She asks him to help Winnifred cheat, but as captain of the guard, he is conflicted, much to Larkin's frustration. At the ball, Winnifred survives the dance and even suggests that everyone do it a second time, much to Aggravain's fury. Dauntless cheers up Winnifred by telling her that he loves her. He then expresses to the citizens in the kingdom how much he loves Winnifred and how different she is than all the other princesses he's met.

The Wizard and the Kingdom staff prepare for the evening by stacking twenty mattresses in Winnifred's chambers. Lady Larkin stumbles across their plans as she attempts to sneak out of the castle, is discovered, and then is sent to the dungeons for the evening to keep her from revealing the test. Meanwhile, Winnifred and Dauntless study academics for the test which they think will be the next day. He says goodnight and leaves her alone where she dreams of her happily ever after with him. Dauntless pays a visit to his father asking for a "man to man talk" about having children. Sextimus explains this as best he can through hand movements, with Dauntless resolving to marry Winnifred.

Walking the halls in the castle, Winnifred finds Larkin and frees her from the cell, advising her to make up with Harry after their fight. Larkin finds Harry and apologizes only to hear that Harry has decided to help Winnifred cheat, the two of them fantasizing about going to Normandy after they're married. At the same time, the Wizard gives Aggravain the smallest pea in the kingdom and they go to place it, gloating about Winnifred's imminent failure. Unbeknownst to them, Sextimus has been listening secretly to their conversation and proceeds to explain the plan to the Jester, Harry and Larkin.

In her room, Aggravain dreams about ruling the kingdom for the rest of her life and goes to place the pea under the bottom mattress. Winnifred enters the tower where she is given opium to drink, and a 'nightingale from Samarkand' (but actually the Wizard in a costume) to sing a lullaby to help her sleep. While sleepy at first, upon climbing into bed she is kept awake by an unknown lump. She sends the Wizard out of the room and rips open the mattress to no avail. Exhausted from trying to find the source of the pain, she begins to count sheep.

The next morning, Aggravain informs Dauntless of the real test and how Winnifred is sure to have failed. However, Winnifred enters counting sheep in the thousands and reveals to the court that she never closed her eyes. Dauntless tells her that she passed but Aggravain quickly tries to come up with excuses to prevent him from marrying. Dauntless finally stands up to his mother and tells her to shut up, rendering her silent while Sextimus recovers his power of speech. The Jester realizes that the curse had been about Aggravain all along, and that Sextimus can now speak and rule once again. Larkin and Harry embrace and go off to be wed but reveal to the court that Winnifred wasn't actually hurt by a pea as the Jester pulls various medieval weapons from between the mattresses. Dauntless brings Winnifred back to the tower to let her sleep again, but she still feels a slight pain, revealing that she could have felt the pea even if the others hadn't cheated. Dauntless removes the pea, and she sleeps soundly as he watches on.

• Carol Burnett - Queen Aggravain
• Denis O'Hare - Prince Dauntless
• Tracey Ullman - Princess Winnifred "Fred" of Ikonkill
• Tom Smothers - King Sextimus
• Matthew Morrison - Sir Harry
• Edward Hibbert - The Wizard
• Michael Boatman - The Jester
• Zooey Deschanel - Lady Larkin
• Michelle Harrison - Princess #12
• Jennifer Copping - Lady Rowena
• Topaz Hasfal - Lady Merrill
• Cailin Stadnyk - Lady Lucille
• Shailene Woodley - Molly
• G. Michael Gray - Lookout

1. "Overture" - Orchestra
2. "Many Moons Ago" - Chorus
3. "A Princess is a Delicate Thing" - Aggravain
4. "In a Little While" - Larkin and Harry
5. "Shy" - Winnifred, Dauntless, Aggravain, Knights
6. "Sensitivity" - Aggravain and Wizard
7. "The Swamps of Home" - Winnifred, Dauntless, Rowena, Merrill, Lucille
8. "Spanish Panic" - Orchestra and Dancers
9. "Song of Love" - Dauntless, Winnifred, Dancers
10. "Happily Ever After" - Winnifred
11. "Man to Man Talk" - Dauntless and Sextimus
12. "Normandy" - Larkin and Harry
13. "My Baby and Me/Happily Ever After (Reprise)" - Aggravain
14. "Nightingale Lullaby" - Wizard
15. "Finale" - Dauntless, Winnifred, Jester, Harry, Larkin, Rowena, Merrill, Lucille, Chorus
16. "End Credits" - Orchestra

The film features a score with music by Mary Rodgers and lyrics by Marshall Barer. The original song "My Baby and Me" was written by Ken and Mitzie Welch for the film. As well as directing, Marshall also choreographed the musical numbers. Bob Mackie designed Burnett's costumes while the rest of the film was costumed by Christopher Hargadon.

The film received two Primetime Emmy Award Nominations for Outstanding Costumes for a Miniseries, Movie or a Special and Outstanding Original Music and Lyrics ("My Baby and Me" by Ken and Mitzie Welch). Brownell was nominated for an Online Film & Television Association award for Best Writing of a Motion Picture or Miniseries.

It was released on DVD by Buena Vista Home Entertainment in 2006. In recent years, the film has also been released to several digital download and streaming outlets such as Amazon and iTunes. In 2019, the film was uploaded to Disney+.

MaryAnn Johanson wrote "The Princess and the Pea gets a kooky, musical, feminist spin that is just as fun and fresh today as it must have been when it made its Broadway debut in 1959."

Tracey Petherick of Common Sense Media wrote "Disney reboot has fun playing on fairy tale stereotypes."

UltimateDisney.com wrote "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."