Book by Jay Thompson, Dean Fuller, Marshall Barer
Music by Mary Rodgers
Lyrics by Marshall Barer
adapted from Hans Christian Anderson’s The Princess and the Pea


Opened at the St. James Theatre   May 11, 1959 (off-Broadway opening)   460 performances (on Broadway, often revived)
Original Director: George Abbott
Original Choreographer: Joe Layton
Original Producer: T. Edward Hambleton, Norris Houghton, William & Jean Eckart
Original Leads: Winnifred: Carol Burnett   Aggravain: Jane White   Sextimus: Jack Gilford
Cast Size: Male: 7    Female: 4    Ensemble: 8- any number    Total Cast Size: 19 to any number
Orchestra: 16, can absolutely be done smaller, the score itself recommends 9, could be done with a pit band of 4, including a synth.
Published Script: None
Production Rights: Rodgers & Hammerstein Library
Recordings: The original Broadway with Burnett is quite good. Sarah Jessica Parker did the show on Broadway, and that version is also very good.
Film: Three separate version have been televised! June 3, 1964, with Burnett, White, and Gilford, and Elliot Gould (?!) This was a shortened version, not everything is there. December 12, 1972, Burnett, Gilford, White, Wally Cox and Ken Berry, this one in color, but again truncated. December 18, 2005 featured Tracey Ullman as Winnifred, Burnett as Aggravain, Zooey Deschenel. Each version was different, and it should be noted that scripted version of this show differ.


Great pick for High Schools, perhaps even younger kids. Fine selection for Colleges and Universities. Very good for Stock companies, Little Theaters, and especially Dinner Theaters, as its demands are not as huge as most Musicals, it’s relatively easy to slip in to a season, and it works as an entertainment. Good off-Broadway fare, though perhaps a bit large.

A very good pick if you’re looking for a light entertainment with a well-known story, that is not too terribly hard to direct or produce.

Be Warned:

There is a song about a woman who has become pregnant out of wedlock (“In A Little While”), and though it’s pretty funny, it may offend truly conservative and humorless audiences or actors. If that’s your situation, maybe not the best show.

Mattress was once one of the most often produced shows in little Theaters and schools, so you may want to check to see if there’s been a production recently in your area before selecting it.


ACT ONE: The Jester or Mistral or someone sings “Many Moons Ago”, setting the stage for the story of the Princess and the Pea, and extolling the fact that a “Princess is a delicate thing”, and that “a genuine Princess is exceedingly rare.” To the court of King Sextimus the Silent (under a curse), and Queen Aggravain, a horrible, manipulative dragon lady. A Princess, # 12 apparently, undergoes a test to determine if she is “genuine” enough to marry Dauntless, the woebegone Prince of the land. The test looks a lot like a bad game show. Everyone but Aggravain wants the woman to win, because it is the law of the land that no one can marry until Dauntless does. But the final question is in four parts, and is impossible. The ex-Princess wins a dead bird as a consolation prize, and is booted from the palace, to Aggravain’s delight. Everyone else mourns the fact that the kingdom has “An Opening For A Princess”. This is an unhappy and frustrated kingdom.

Lady Larken and Sir Harry, lovers, find themselves alone, and Larken points out that “In A Little While”, the world will know she is pregnant – they must wed soon. Dauntless confronts his mother and timidly accuses her of not wanting him to wed, as the test is all her doing. This sets up a long and funny monologue by Aggravain which, in short, paints a picture of her life as endlessly troubled, and insisting Dauntless trust her.

Sir Harry, desperate, approaches Aggravain and asks for the right to go on a quest, to find a real Princess. She points out that all the local kingdoms have been scoured, but he plans to go to the distant march lands. She knows he’ll fail, and allows him to go. He goes, and returns with Princess Winnifred of the swamps, who swims the moat and climbs the wall to get in, so immediately she looks like she’s survived a storm. Aggravain is stunned that the girl swam the moat, but it’s just who Winnifred is, and she demands to know who the lucky man is. When everyone backs away in fear of her, she tells them she understands, because she too has always been “Shy”, a loud, braying, aggressive number that is anything but. But she in “one man shy,” so here she is. The number passes, but the queen is still stuck on “you swam the moat?” Aggravain then throws a fit, announcing Winnifred unsuitable for her son, and complaining about her own health (which is sensational), convincing Winnifred that the kingdom is a madhouse. Winnifred starts to leave, climbing the wall, but Dauntless steps in and, enchanted, begs her to stay. She’s touched, but leaves.

It is then that Harry finally arrives and announces Winnifred as a genuine Princess. The people and Dauntless demand a test, and Winnifred is retrieved.

Alone with her henchman (and perhaps lover), Sir Studley, she plans a test she knows Winnifred will fail, one for “Sensitivity”, a thing she, Aggravain, is loaded with. In the meantime, Dauntless gets to know Winnifred. Larken is thrilled, there’s hope, and she shares her elation with the silent King, Sextimus, as she’s been selected Winnifred’s Lady In waiting. The King does charades with the Jester, explaining he’s worried about Larken and Harry, as he knows she’s pregnant. The Jester tells the King to keep quiet about it. And what else can Sextimus do?

Winnifred is at last in dry clothes. Dauntless introduces her to the King whom she is thrilled to meet, because he is silent and nothing like Aggravaine. The Jester lets the King know that soon, based on Dauntless drooling all over Winnifred, the King will need to have that talk” with his son. Dauntless wants Winnifred to be happy here, but she feels like a fish out of water and misses “The Swamps of Home”. She’s left alone to change into a gown, which is when Lady Larken enters and, convinced Winnifred must be a cleaning lady to her magnificent Princess. Harry enters and greets Winnifred as the Princess she is, and Larken is stunned. Winnifred likes the abashed Larken, but Larken is not at all certain about Winnifred.

Alone with Harry, Larken lets him have it for bringing a chambermaid to the palace and passing her off as a Princess. Harry let’s her know that Winnie is a Princess, and just because Larken made a dumb mistake doesn’t change that fact. They part ways angrily.

The Jester spies on the Queen and Studley, as they plan ways to make Winnifred sleep. They settle on a big, exhausting dance. The King and Jester encounter the upset Larken, who is fleeing the kingdom. The Jester and King say they will go with her, chivalry demands they protect her. They decide to disguise her as a boy, in one of Dauntless’ suits. She wants to go alone, but the Jester describes the horrible and icky danger she’ll be in. And then, he describes “Normandy”, a beautiful place he will take her to.

The Queen prepares everyone for the big dance, the “Spanish Panic”, a ridiculously complex dance that seems to keep changing each time it’s done. Dauntless describes tests that Princesses have failed in the past to Winnifred, and in “Song of Love,” she is seen passing all the tests, tests of ridiculous strength, singing, you name it. Dauntless is “in love with a girl named Fred.” (Usually, the end of the number, Winnie passes out. That is generally the end of Act I.)

ACT TWO: The Queen shrilly, loudly orders everyone in the palace to be “Quiet”. The Princess must be allowed to sleep on the huge bed they’ve created for her. Larken, dressed as a boy, watches this huge bed with a dozen mattresses put together. The Jester hides her, but the Queen demands to see both of them. The King distracts Aggravain and tells them all to run. The Queen catches Sextimus. He claims he’s just doing the Spanish Panic. She wants to know what the Jester is doing with that “boy.” But then the Queen sees that it’s Larken. And she quickly figures out that Larken was running away. To cover for her, the Jester claims he was forcing Larken to leave with him. Then Harry gets upset and orders Larken to her room. The Queen has bigger fish to fry, and orders Larken as a Lady In Waiting to help make the great bed ready for Winnifred. She orders Harry to remove the Jester from the kingdom.

Dauntless helps Winnifred cram, for any possible test, since no one knows what the test will be. They go over the kingdom’s mythic history, in which maids generally end up well. Larken enters and Dauntless is confused, as he has a suit just like the one she’s wearing. (He’s easily confused, he’s lived a very sheltered life.) She explains. She decides she wants to kill herself, to show Harry. Winnifred wants to know what Larken did to Harry – the Lady doth protest too much. Winnie insists Larken make up with Harry. She admits she’s pregnant, and leaves to find Harry. Winnifred kicks Dauntless out so she can be alone with the enormous bed. She’s exhausted, reads one more tale, and wonder why everyone else ends up “Happily Ever After”, but not her.

Harry drags the Jester, as Lady Rowena (the King’s oft companion, it appears) and the King work to stop him. They explain the Jester was protecting his beloved Larken. He’s very not bright, but he slowly gets it. The King finds himself alone with Dauntless, and they have that “Man To Man Talk”. (Cute number that develops the father-son relationship, helpful to the show.) The King can’t quite tell his innocent sun the whole truth, and in the end, gives up and says the stork will bring Dauntless and Winnie a baby. But the boy puts the pieces of the discussion together and figures out the truth.

The Jester is confronted by Studley, and Studley insist the Jester say something funny. The Jester fails, as his mind (for some Musical Comedy reason) is on his father, a great jester in his day. Anmd he recalls the little song and dance his father did, “Very Softy Shoes”.

Harry and Larken are reunited. (“Yesterday I Loved You”)

The Queen and Studley have collected many items to put Winnifred to sleep, potions, a hypnotic mirror. They enter Winnifred’s bedroom and the Queen drips “concern.” They try to put her to sleep in many comic ways, even giving her warm milk and opium. They bring in the Nightingale of Samarkand to sing to her., and make her climb up, up, up into bed. Winnifred is left alone with the bird, who sings endlessly. She stops the bird, tries to sleep. But she is intensely uncomfortable, and feels the bed in lumpy beyond endurance. She really tries – but cannot sleep.

Next morning, the Queen prepares Dauntless for a disappointment – the test was a pea, placed under the bottom mattress. If she could not feel the pea, Winnifred is not sensitive enough to be a real princess. It’s then that Winnifred walks in, exhausted, counting sheep now in the 37,000 range. She never slept, that damned bed was too lumpy. She’s passed the test! Aggravain is furious and confused, and demands Dauntless not be in such a hurry. Dauntless tells her to be quiet, as Winnie is finally sleeping. The Queen rails on, and Dauntless screams at her to shut up. The timid boy’s scream break the curse on the King – the mouse has devoured the lion, and now it’s the Queen who is silent. A happy ending is sung, as the Jester quietly reveals his lute, hidden under the bottom mattress. (I’d consider hiding an anvil, a spear aimed up, and a horse if possible, as well. Bigger laugh, the man took no chances.)


“Many Moons Ago”, “An Opening For A Princess”, “In A Little While”,“Shy”, “The Minstrel, The Jester, And I” (often cut), “Sensitivity”, “The Swamps of Home”, “Normandy”, “Spanish Panic”, “Song of Love”, “Quiet”, “Happily Ever After”, “Man To Man Talk”, “Very Soft Shoes”, “Yesterday I Loved You”, “Nightingale Lullaby”

Hits include “Sensitivity”, “Shy”, “Happily Ever After”


As always, feel free to skip or ignore my opinions and rating.  Even if that demonstrates a distinct lack of sensitivity…

I’ve done this show twice, once as an actor in my twenties (I played the Jester), a second time Directing the show with a High School cast, decades later. I resisted doing the show as a Director because, frankly, I had a low opinion of it based on the production I’d been in. That director had approached this over-the-top silly musical farce as if it was Chekhov. Why would a Director do that? Beats me. A Director’s job generally is to serve the material, not utterly alter it to fit his vision. (Though he should have a vision of the material served, and creatively brought to fruition.) To be as frank, and not necessarily to my credit, I ignored his direction as I’d been brought in at the last moment to replace an injured actor, and played the show the way I wanted to. I got the applause, the rest of the show, not so much.

This is a reasonably tuneful, truly silly, fun farce of a musical. A lot of it works very well. Some of it, not so much. I think the more “romantic” pieces tend to fall flat, such as “The Minstrel, The Jester, And I”, and “Yesterday, I Loved You”. Me – I’d cut both these numbers. I did when I directed the show. It allowed the core of the show to become more apparent – it’s a silly comedy.

But the fun stuff is really fun for your actors, and the audience. This show made Carol Burnett a star, and it isn’t a surprise when you look at the role of Winnifred. She sings two very strong showstoppers. She’s got a larger-than-life comic personality that allows a talented comic actress to show off all her abilities. It is a fine starring tole, and not the only gem in this show. Aggravain is one of the funniest bad guys in Musical Theater, and her silent husband is very funny, as well. Personally, I get a bit weary of the wimpy Prince Dauntless, though his “Song of Love” is a fun bit – in which he observes while Winnifred gets all the laughs and does all the work. Any Musical with three strong comic roles is worthy of a look. And many of the songs are tuneful, with clever lyrics good for some good laughs, particularly the three listed above as “hits”, as well as “Very Soft Shoes” and “Man To Man Talk”.

There are numerous versions of this show. I suspect this happens largely because the show, when not edited slightly and Directed well, can lag in a few places, and it can seem overburdened with cast and general “size” for what is essentially a light, fairy-take farce. Various versions cut various characters, and the character most often removed seems to be the Minstrel, who would normally sing the first number and start the story, “Many Moons Ago”. He’s not really a loss to the tale as anyone in the story could sing this song, just about, and he doesn’t have much else to do. And this is a show that can be done small-ish.

Mattress is a fun, enjoyable, and overall worthy Musical for consideration. Composed by Richard Rodgers daughter, in his autobiography, he claims that her accomplishment here was perhaps the thing he was most proud of. Well, it isn’t South Pacific, but it is charming and a fun night out that your audiences will really enjoy, and you can’t blame a dad for feeling that way. When my daughter or son write a hit musical, I plan to extol their virtues and somehow, quietly, share in the royalties.

 MY RATING: * (A better-than-average and interesting show, right for many groups.)



The music isn’t very hard to play, teach or learn. It’s fun, it’s reasonably professional, but it isn’t very complex.

Winnifred – Mezzo with a great big belt. A warm, full, powerful voice.

Aggravain – Alto, mature voice, regal, strong instrument.

Dauntless – Lyric baritone, smooth delivery, naïve but pleasant voice.

Larken - Soprano with some lower notes, clear and supported sound.

King Sextimus The Silent – Um, he doesn’t sing.

Sir Harry – Romantic tenor voice, perhaps a lyric baritone with some upper register.

The Jester – Tenor, comic role but with a pleasant voice.

Lady Rowena – Ensemble, any range needed.

Sir Studley – Ensemble, any range needed.

Ensemble – Various ranges, decent belt voices, good at harmonizing.


The show is overall going to be cast with strong singing actors in the lead roles. There will be some dancing done by Winnifred, and by the Jester. The King should move well. Larken and Harry might do a little dancing together. Overall, the leads don’t carry the movement outside of Winnifred and the Jester. But there is a fair amount of movement called for, even dance. That means your ensemble will need to dance well, and sing well.

Your Choreographer will need a great sense of humor, an ability to play out sight gags and running gags inside choreography, and experience and skill with traditional Musical Comedy forms, like Vaudeville and soft shoe.

A Choreographer will probably stage a lot of numbers, including “An Opening For A Princess”, “In A Little While”,“Shy”, “The Minstrel, The Jester, And I”, “The Swamps of Home”, “Normandy”, “Spanish Panic”, “Song of Love”, “Quiet”, “Man To Man Talk”, “Very Soft Shoes”, “Yesterday I Loved You”. There is also an opening mime-dance displaying the story, sometimes performed as a character sings the opening number, “Many Moons Ago”. That should be performed by ensemble.

The numbers you’ll need some movement for tend to be high-energy, even aggressive. So you’ll want to stage them in a way that allows the singers to keep singing. This isn’t so of “The Spanish Panic”, an eccentric dance where no move is ever repeated, and no one sings. Go nuts with it. Make it ridiculous in its random selection of moves, and the moves themselves can grow ever stranger and even acrobatic. A chance to show off your dancers and your creativity.

“An Opening For A Princess” has underpinning it the extreme frustration of the people of the land. They cannot get married until Dauntless does. The queen does not want Dauntless to get married, and Dauntless is a wimp no one would elect to marry. So a general dissatisfaction aimed at those in charge could be a part of the grumblings in your movement, as well as sexual and marital frustration. A more adult cast, even college level, could have a lot of fun with these ideas. A younger cast can just treat the number more as an advertisement for a princess.

“In A Little While” is Larken and Harry’s establishing number. They are a couple unwed, and she is pregnant. So no one else must hear what they are talking about, and if they can hear, they must not understand. If someone walks by them just as Larken sings “you and I will be one-two-three-four”, the counting can replace the word “parents.” That makes the line have a reason to exist. The movement is standard Musical Comedy duet stuff – only she’s pregnant, and his exaggerated care for her can be sweet, loving, and funny as they try to very carefully dance together.

“Shy” is a bombastic announcement to the world that Winnifred is in town and looking for a male of the species. She is anything but shy. When she roars the word “Shy”, you might consider treating it like a localized hurricane, blowing objects and actors off their feet, Ethel Merman gone mad. Use this number to thoroughly establish Winnifred as the star of the show, and allow her to be truly funny, and even sweet and almost demure when she softens up toward the end. She’s aware of the fierce impression she makes, and is still trying to be a lady. But she’s so exuberant, she can’t help herself.

“The Minstrel, Jester and I” can only be done if using a Minstrel. The “I” is the silent King, and that’s the joke in this half-baked trio. It does provide the King more stage time, which is useful. But since the Minstrel is never much involved in the action, and this team sets up these three men as a team of sorts, it’s a bit misleading. And the number is a bit flat, anyway. If you use it, treat it as much as possible like Vaudeville. Hats and canes, if possible.

“The Swamps of Home” is a very funny number about the goo Winnifred calls home. It is largely an acting piece, intended to show of Winnifred’s comic chops, however, and not much of a dance. Don’t let whatever movement you put on the show get in the way of the song and her performance.

“Song of Love” is the most memorable moment in the show, generally. Winnifred drinks, sings, ;lifts weights and arm-wrestles others at ever-increasing and comic speed. She is all things to all people and can pass any test. The performers should leave it all on the floor at the end, they have the intermission to recover from the number. The movement from one test to another grows faster, the chain of tests longer as the song continues. Winnifred, of course, grows increasingly intoxicated and giggly and crazy as she drinks another goblet full, each time through. The drinking can itself become slovenly and funny. She can increasingly toss aside bigger, stronger men she arm-wrestles with, rolling up her lace sleeves part way through the number. This is a seriously determined woman, and she is going to work. You cannot have too much fun with the sight gags you’ll build into the movement,.

“Quiet” is a simple, militant sort of march. Keep too much movement out of it, as the plot is being forwarded.

“Man To Man Talk” may be better addressed by the Director. Dance will intrude into the character development too much.

“Very Soft Show” should be a delightful side-trip (it has absolutely nothing to do with the show). Use every traditional soft shoe sand dance sort of step you can, and build it to perhaps a cake-walk, and even a one man kick line at the end. It should stop the show. It should also feel like a celebration and fond remembrance of times and people gone by.

“Yesterday, I Loved You” is a pretty energetic love ballad. I don’t think it helps the show, personally. If you use it, get those two actors moving – but remember, she’s pregnant!

Get an ensemble that can move well, dance well.


Winnifred – A young woman, perhaps not quite beautiful. Possessed of incredible vitality and strength, with a quick, clever mind. She is truly a fish out of water, more comfortable in a swamp than a palace. Burt she’d do anything and go anywhere to find the right guy and have her own happy ending, and that is what keeps her in that palace, dealing with people she believes are crazy. Cast for type and acting, a huge voice, and good movement. Must really be a triple threat. Can be any race or color.

Aggravain – 50s-60s, domineering, humorless, possessive, arrogant, regal, self-involved and convinced at all times that she suffers as no one else can. Must be able to generate laughs while being despicable. Cast for type and acting, voice, some movement.

Dauntless – Should be a bit old for such naivete, perhaps as old as 30, 35. Sweet-natured, a good boy. He is handsome enough, bright enough, but very weak-willed until he finally does fall in love. Cast for type and acting, voice, then a little movement.

Larken - Late teens- 20s. Ladylike, attractive. A bit too quick to judge, a bit haughty, perhaps hormonal and prone to dramatic near-extremes. Pregnant, but not showing yet. Cast for voice, type and acting, some movement.

King Sextimus The Silent – 50s-60s. Um, he doesn’t sing. A comic actor with strong mime-like skills. Charlie Chaplin at age 50 would have been incredible at this. Loves his son, despises and fears his wife. Interested in the ladies, and why not, he’s King and he sure isn’t getting any love from Aggravaine. Cast for acting and type, some movement.

Sir Harry – A bit older than Larken. Handsome, a leading man type, a knight in shining armor who means what he says and says what he means. A man of little intelligence, however, and almost no imagination. Cast for type, voice, acting and some movement in that order.

The Jester – Any age, really. A sort of hapless, untalented clown. He is reasonably bright and creative, but lives forever in the shadow of his gifted and famed father. A song and dance man at heart. Cast for voice and dance, then acting and type. But he needs to have all the gifts.

Lady Rowena – Any age, a member of the ensemble but she has scenes with the King and with the Jester. Great if she’s sexy as hell, gives the King something to do. Cast for voice, dance, then type.

Sir Studley – A mature and evil man, perhaps with a dark beard and mustache. He’s clever, loves plots and plans. Perhaps he admires the Queen a little too much. Cast foer acting and type, then dance and voice.

Ensemble – Singers and dancers with regal bearing.

You can go multi-racial in casting this whole show, by the way. Who’s to say where this fairy tale kingdom is?


There is only one location, the Palace. It is a medieval fairy-tale palace. The story effectively takes place in a large open chamber, the Queen’s private chamber, Dauntless’ chamber, in hallways, and Winnifred’s chamber with the great bed. The main chamber must adjoin the outer wall, so Winnifred can climb up and inside, soaking wet.

This can all easily be performed on a unit set, and a relatively inexpensive one at that. Create a palace environment out of a fairy tale. It can even be painted backdrops, with a few working doors, and one more-or-less real wall for her to climb. The main room will need two thrones, and a mini-throne for Dauntless. These could be set to one side, probably extreme left and somewhat upstage to leave a lot of playing area. They should be elevated.

Isolate the Queen’s chamber and hallways with lighting, and bring on a piece of furniture or two (small, carried on by actors, after all, they have subjects and servants). The queen’s room can contain all sorts of evil magical artifacts she collects…even a ruby red apple, or remnants from other fairy tales.

Winnifred’s bedroom needs that great bed in Act II. It will need to be climbable, and she does a number on top of it, perhaps rolling rather violently around. It must be stable and safe. You could create a painted flat for the front of a set of stacked risers, and place a phony mattress at the top to top it off. But remember at the end of the play, the Jester must pull objects from underneath the bottom of the “bed.” If using stacked risers, front the bottom with a fabric or lace skirt that can be lifted to reveal whatever you want to pull out.

Most likely, the bed needs to be set up during intermission. It will still need to be a surprise when it’s revealed into the act. Kind of hard to hide so large an object, especially on a unit set, so you may want to have “servants” roll it in arduously, as if it weighed several tons, with cries of agony. Could be really funny, and allow the bed a grand entrance. This all-important set piece has to work.


Fairy tale suits of armor and gowns. Except Winnifred’s first costume, mud-encrusted rags from the swamp. Color coordinate your set and costumes to make this feel like a comic fairy tale. Dresses and armor must be able to be danced and sung in!

Most of the costuming could be secured in costume shops. You may need to build the “armor”, and perhaps, Aggravain’s great dress. The good news, no one needs changes of costuming except Winnifred and Larken (who wears a suit belonging to Dauntless). This should not be that difficult a show to costume.

Do try to differentiate the ensemble roles, and provide each one some sort of personality. Rowena, for one, should be exceptionally sexy.


A lute, perhaps other stuff for under the bed. Sheets and pillows for the MASSIVE bed. The hypnotic mirror, the cup of milk and opium (steaming?). A scroll for Studley on which the questions for Princess # 12 are found. Swords and spears. Hats and canes. Sand for “Very Soft Shoe”, perhaps. Overall, not too difficult a job.


Keep things well-lit, and really fun. This is straight Musical Comedy. Moods can change, even in this context. There is the opening number, a story unfolding, perhaps in a lone spotlight that opens up to reveal the set and action. But even a ballad like “In A Little While” can’t be lit dark or “romantic”, since people probably need to be seen walking by and almost catching them. Not too hard an assignment.


It’s a fairy tale, so you can go a bit over the top, especially for Aggravain (perhaps a sheet white face, like a make-up mask). Keep Larken beautiful. Mostly calls for unobtrusive make-up, though.

KEY PERSONNEL (The ones you MUST get right.):

Director, Choreographer, Musical Director, Set Designer, Winnifred, Aggravain, The King.


It’s a really cute, fun show, with a few judicious edits. Keep the evening moving, it won’t hold up to close scrutiny. It’s just for fun, which is exactly why many people go to the theater in the first place.  By the way, it was originally authored to be performed at a Summer Camp in New York.