Once Upon a Mattress cover BUY IT AT AMAZON: CLICK HERE!
STUDIO: Buena Vista Home Entertainment
MSRP: $19.99
RUNNING TIME: 90 Minutes
• "Making Of" featurette
• Side-by-side rehearsal/show comparison
• Outtake reel

The Pitch

"I had a weird sexual dream about Carol Burnett last night."

"That sounds a lot like the musical Once Upon A Mattress, to which I coincidentally own the film rights."

The Humans

Tracey Ullman as Princess Winifred, Zooey Deschanel as Lady Larkin, Tom Smothers as the King, Carol Burnett as the (ugh) Queen (and who played Princess Winifred in the original production, incidentally).

The Nutshell

Once Upon a Mattress is based on the Broadway musical of the same name. The story is that of the fairy tale of "The Princess and the Pea", with additions as necessary to draw the story out to feature length. Lady Larkin desperately wants to marry her sweetheart, Sir Generic Manly Type, but no one in the realm is allowed to marry until the prince finds a bride. The thing is, the Queen is so exacting in her standards as to the quality of wife-material for her son that it has thus far been impossible to locate a suitable princess.

Why are the Queen’s standards so high? Well, it seems she’s enforcing an Oedipus complex on her son. The weird sexual subtext is played to be humorous, but it comes off as creepy-as-fuck, given that it originates from Carol Burnett. Having engaged in a bit of illicit sexiness of their own, with the resulting fetal baggage, Lady Larkin and Sir GMT hatch a plan to get the prince hooked up at last with a wife, so that they can marry and make their child an honest one. Who do they find to fill the wifely role? None other than ballsy, brazen Princess Winifred of the swamp countries. The Queen disapproves thoroughly, but the prince is smitten, and so begins the terrifying journey away from the womb.

"Psst. Wrong fairy tale. And no one will kiss you."

The Package

The specs are slightly better than what you’d expect for a TV movie, with 1.78:1 widescreen and a Dolby 5.1 track. Still, it was a bit of broadcast entertainment, and thus not terribly deep in either color or sound.

The bonuses are decent. A "making of" documentary involves a lot of the cast members, as well as the director, and digs a bit into the origin of the Broadway show, as well as the process of translating the show to TV format (essentially, they maintained much of what gives the show its Broadway flavor, and added the motion of the camera through the sets).

A Rehearsal-to-Film comparison does a splitscreen for several of the musical numbers, providing the rehearsal take on one side and final footage on the other. It’s not groundbreaking, but it’s exactly the kind of incidental, interesting feature that is usually missing from these Disney DVD releases.

There’s also an outtake reel. In it, some people laugh. Warning: you may not be one of those people.

As for the physical package, all I have to ask is how the marketing guys managed to remove every feature that makes Zooey Deschanel attractive.

You only think she swallows.

The Lowdown

Tracey Ullman steps into her role as the unsinkable Princess Fred with enough joy to light a dozen made-for-TV movies. Seriously, she’s just a pleasure to watch, and really sells her scant character, which on the page has very little in the way of vibrancy. Ullman outpaces nearly everyone she’s up against, including Zooey Deschanel (who is a bit limp, but still as pixie-gorgeous as ever). Her one foil is Tom Smothers, he of the Smothers Brothers, who matches Ullman note-for-note, and even sneaks in a little yo-yo action.

On the opposite end of the success spectrum, we have Carol Burnett as the Queen. Burnett’s humor belongs to a different generation, and it does not mesh at all well with the modern update of the tale. She has a style all her own, which is charming and hilarious in its own time, but for this film she never ceases being Carol Burnett. Oddly, Tom Smothers has no problem stepping out of his natural humor and into the script. I have nothing but respect for Burnett and her legacy, but this kind of retirement comeback isn’t a service to her fans.

The sets are small and cramped, with a very "high school auditorium" feel. The camera moves around them quite a bit, simultaneously emphasizing their limitations and distracting the audience from them. The end result is a cheap feeling backdrop with lavishly costumed actors, which suggests that the budgeting was a little off.

"This is my pride. I am tempted to swallow it."

The pacing of the show suffers from audience familiarity. Everyone knows the particulars of the princess’ nighttime ordeal, and Once Upon a Mattress makes the mistake of getting to the hatching of the plot with the pea way too soon in the running. The middle-third is mostly unnecessary, fluff sequences to pad the length out.

About half the musical numbers are throwaways, with the other half featuring Tracey Ullman. (Zooey Deschanel does get a couple good duets in, to be fair.) It’s not a fault of the filmmakers, but the melodies are forgettable, and the lyrics, though occasionally clever in puns and wordplay, are duds when it comes to creativity.

The quality of this film is precisely what you’d expect from a TV movie: uneven visuals, unbalanced characterization, unpolished script, with one bright contribution from Ullman and a handful of slightly-dimmer performances from the supporting cast. The whole Oedipal complex adds a strange sexual overtone which makes the viewer seem vaguely dirty, considering Burnett’s involvement — it’s something like masturbating with your mother’s bathrobe, which just drags the fun of the story down.

6 out of 10