Once Upon a Mattress (2005 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. One princess is seen answering questions to prove if she is a good enough princess for Dauntless. She answers one question incorrectly and Aggravain tells her that "A genuine princess is exceedingly rare," before promptly kicking her out of the castle. While having breakfast, Dauntless mentions to Aggravain that he suspects that she is purposely turning down all the princesses. She denies this, though it's true. 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. Harry brings back Winnifred, a princess from the northern swamps. Though Aggravain is disgusted by Winnifred, Dauntless falls instantly in love with her. Dauntless and the ladies of the court take Winnifred to get dry, as she swam the moat to get into the palace, and Aggravain consults with the Wizard to pick a test. Aggravain decides that the test should be on sensitivity, something Winnifred surely knows nothing about. They decide to test her that evening by placing a tiny pea under thirty goose-feather mattresses. Aggravain concludes that if Winnifred can feel the pea, then she will be a proper pick for Dauntless.

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 ensure that Winnifred sleeps and fails the test. Larkin meets up with Harry and tells him that Winnifed will never pass the test, and that Harry should have found a better princess. She asks him to help Winnifred cheat but as captain of the guard, he is conflicted. 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 thirty mattresses in a tower of the castle. Lady Larkin sees the group and follows, unaware that it's a secret. She accidentally asks a question, is discovered, and then is sent to the castle prison for the evening. 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 but Dauntless eventually realizes that he wants to marry Winnifred. Walking the halls in the castle, Winnifred sees Larkin and frees her from the cell. Larkin finds Harry and apologizes only to hear that Harry has decided to help Winnifred cheat. They romanticize about going to Normandy after they're married. At the same time, the Wizard has given Aggravain the "smallest pea in the kingdom" and they go to place it. Unbeknownst to them, Sextimus was 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 (really just the Wizard in a costume) to sing a lullaby to help her sleep. She practically falls asleep on the ladder up to the top of the bed but once she is atop, she feels poked and hurt by the mattress. She sends the Wizard out of the room and rips open the mattress angrily. 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. Finally he says "I told you to shut up!" and she goes silent. 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. The Jester is then seen taking various medieval weapons out of the mattresses and wheeling them out of the tower. Dauntless brings Winnifred back into the room 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 takes the pea out and she sleeps soundly as he watches on. A title card reading "And they lived happily ever after" is seen.

• Carol Burnett as Queen Aggravain
• Dennis O'Hare as Prince Dauntless
• Tracy Ullman as Princess Winnifred "Fred"
• Tom Smothers as King Sextimus
• Matthew Morrison as Sir Harry
• Edward Hibbert as The Wizard
• Michael Boatman as The Jester
• Zooey Deschanel as Lady Larkin
• Michelle Harrison as Princess #12
• Jennifer Copping as Lady Rowena
• Topaz Hasfal as Lady Merrill
• Cailin Stadnyk as Lady Lucille
• Shailene Woodley as Molly
• G. Michael Gray as 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.[2]

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."