Based on the fairy tale of The Princess and the Pea, Once Upon a Mattress was originally written by Mary Rodgers (daughter of Richard Rodgers) and Marshall Barer as part of an adult summer camp. The original one-act version was so well-received that they decided to expand it into a full-length musical.

The story centers around Prince Dauntless the Drab whose mother, Queen Agravain, seeking to keep the boy to herself, has declared that he will wed only a true princess of royal blood. When Princess Winnifred arrives dripping wet (having swam the moat!) and declares herself a contender for the Prince's hand, the Queen devises a clever test to determine whether this self-proclaimed princess is worthy of her son.

Once Upon a Mattress opened at the Phoenix Theater on May 11, 1959 with Carol Burnett playing the part of Princess Winnifred, Joseph Bova as Prince Dauntless, and Jane White as Queen Agravain.

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