Sutton Foster soars in Broadway’s snazzy new update of Once Upon a Mattress, on the Great White Way for the first time since 1996. One’s familiarity with the classic fairy tale “The Princess and the Pea” should not impede upon their enjoyment of this hilariously off-kilter throwback musical. Despite being weary of checking out another show with “Once Upon” in the title—epically disastrous Britney Spears jukebox musical Once Upon a One More Time still haunts my nightmares—the campy physical comedy held within is contagious. Joining Sutton on her trip to a faraway kingdom are comedy legend Ana Gasteyer (Reefer Madness: The Movie Musical, SNL), Michael Urie (ABC’s Ugly Betty, How to Succeed In Business Without Really Trying), Daniel Breaker (Hamilton, The Book of Mormon), Will Chase (NBC’s Smash, Apple TV’s The Crowded Room), and Nikki Renee Daniels (Company, The Book of Mormon). Though this princess comes with more than a couple blemishes, Once Upon a Mattress delivers twenty layers of bold, quirky comedy and delightful whimsy for audiences of all ages.
After a pretty lengthy interlude of orchestral score, our snazzy narrator, Jester (Breaker) comes out to recap the age-old fairy tale, in song of course. The orchestra remains visible onstage throughout in the back behind the “castle,” presenting a unique bit of staging to highlight these key players to any Broadway show. Set design utilizes poppy graphic design and, much later, the impressive spectacle of a highly-stacked mattress. Helping Jester recount his story is a miniature castle and puppets that pop out to demonstrate how a relentless queen’s “royalty tests” for the prince’s perfect suitor eventually led her to place the tiniest pea underneath twenty mattresses. The actual story itself has many more layers than what we know! Next, we get to meet many of the key players in the kingdom. This includes: the pompous Queen Aggravain (Gasteyer); bumbling and childish Prince Dauntless (Urie); cursed mute King Sextimus the Silent (David Patrick Kelly); the Queen’s right-hand consultant, Wizard (Brooks Ashmanskas); Sir Harry (Chase), a brash knight obsessed with his spurs; and Lady Larken (Daniels), Harry’s secretly-pregnant partner.

The introduction features a rather humorous series of knowledge tests conducted by Wizard, who brandishes a magical microphone as he interviews prospects to find a “genuine princess.” This establishes a variety of aspects that will become vital later on, including the coddling relationship between the Queen and her son, the tests for finding a worthy princess, and the roadblock of Lady Larken’s pregnancy being that knights are typically sworn to celibacy. Period-accurate costuming and campy music add an extra layer to the proceedings, but the music in particular takes a bit of time to truly find its groove. A major issue with the play’s first act setup, however captivating it may be, lies in how long we have to wait for the leading lady to show face.
With the support of Prince Dauntless, Sir Harry sets out to scour the land for more princesses, even though the Queen insists she has already tried them all. Three weeks later, a most unexpected presence swims the moat and climbs the walls up to the royal company. When Sutton Foster’s swampy Princess Winnifred finally arrives at least twenty minutes deep, a noticeable shift occurs in the energy. Winnifred—Fred, for short—has the most manic number of the entire show. Belting out “Shy” as the muddy princess pulls eels, ukleles, and leeches from her body, Foster commands the stage with her physical comedy. Fred’s frantic gyrations, as she sports a dress in tatters and a wiry hairdo, must be seen to be believed. The Queen begrudgingly offers up a place for Fred to temporarily stay whilst she figures out how to deal with this pesky “moat swimmer.” Queen Aggravain devises a “sensitivity test” to permanently get rid of Fred so she can keep Dauntless to herself and maintain her reign.

From here, Once Upon a Mattress evolves into a hell of a show, led by Sutton (Younger, Sweeney Todd). A fish out of water element works the best, wherein Fred, accustomed to her distant marshlands living, acts quite out of character for the typical idea of a princess. In a laugh-out-loud sequence in her personal chambers, Fred cautiously taste-tests a grape before shoving an obscene quantity into her mouth. Moments when Fred is left completely alone are joyous, filled with these kinds of strange interactions. Against all odds, an actual romance starts to develop between Dauntless and Fred. Dauntless becomes smitten, finally starting to blossom out of his shell from boy to man. Both Sutton and Urie match each other’s quirky freak energy. A scene where the King attempts to play charades with his son to have “the talk” stands out among many subtly ridiculous displays of Dauntless’s naiveté.
Most of these characters are essential to the developing plot, with a couple notable exceptions. Though his voice is excellent, the frequent appearances of the Jester often derail the forward momentum of the story. His song “Very Soft Shoes” in act II feels like filler, as do the majority of interactions between Sir Harry and Lady Larkin. Still, there is no denying the outrageous fun of Once Upon a Mattress. Gasteyer makes for a wonderfully over-the-top villainess, and of course there’s a happy ending we already know about beforehand. Buoyed by silly performances and a wildly unhinged Sutton Foster, Once Upon a Mattress should be bouncing its way into the hearts of theatre lovers everywhere this Broadway season.
Swim the moat and climb up the walls of Once Upon a Mattress, now playing performances at New York’s Hudson Theatre. For ticketing information, head over to the official website.

