i just love Disney musicals. i know this didn't start out "Disneyized", it, of course, started out on stage in the early 60's with Burnett in the Princess Winnifred role. i even saw the televised version with Burnett as a kid ( i loved that too), but now that i've seen this wonderfully "Disneyish" and light-hearted version i find it impossible now to think of 'Mattress' as anything but pure Disney.i first saw this version on the 'Wonderful World of Disney' when it premiered several years ago. i was lucky enough to see a short intro. scene with Carol Burnett, a little girl, and the Disney princesses looking around Disneyland,Ca for Princess Winnifred. it was great.everything about this production is so romantic and sweet it's hard to imagine anyone not warming to it's pleasing congeniality. but there are always a few hard-butts in the crowd. also anyone not understanding why this version stands out or why it should have been made is being a little obtuse and silly. this production stands above simply because it has the involvement and blessing of Carol Burnett herself. the original Winnifred. so those fans that don't understand this,"HELLO".people should stop sharpening their knives so much and stop attacking things that are nice and good for you. it doesn't make you sound like a professional critic by always being too cynical. lighten up please.i find it interesting to note that when this first came out and i was so sure this was a great adaptation, but others were not convinced, i think it's my vindication to point out how big it's two young stars, Matthew Morrison and Zooey Deschanel, have become since then. Deschanel even has her own pop/rock band. i told everybody so.i find it interesting how a little off-Broadway sex comedy could become so perfect for Disney. i think it's because Disney turns it from an adult music comedy into a full out fairy tale. it's about time Disney did the 'Princess and the pea' fairy story and 'Mattress' is the best way for Disney to tell it. it turned out so right for them.i hope someday that Disney has the sense to release a version of 'Mattress' with the Carol Burnett intro at Disneyland, ca that i saw on the 'Wonderful World of Disney'. maybe then would some people get it through their thickness that this is 'Disney' music magic at it's finest.

In the vein of the classic, 1997 version of "Rodgers and Hammerstein's Cinderella", Disney released another delightful piece of eye candy, "Once Upon a Mattress", the musical twist on "The Princess and the Pea". "Once Upon a Mattress" is actually quite risqué for a Disney film. Oh, it's hardly HBO-worthy stuff, but not many ABC family movies lightheartedly deal with premarital sex, latent homosexuality, and the most shocking Oedipal relationship since Angela Lansbury and Laurence Harvey in "The Manchurian Candidate".Hypersensitive/conservative parents better beware. For everyone else, it'd be a shame to miss the incomparable Carol Burnett (who originated the role of "Princess Fred" in the 1959 production of "OUaM") as the domineering Queen Aggravain, mother of meek Prince Dauntless (Denis O'Hare). When Prince Dauntless falls hard for robust, vivacious tomboy Princess Winnifred(Tracey Ullman), or "Fred" as she likes to be called, Queen Aggravain determines to sabotage the relationship by giving Fred a test she's convinced she'll fail. It's up to the mute King Sextimus (Tom Smothers), and dewy-eyed, pure hearted lovers Sir Harry (Matthew Morrison) and Lady Larken (Zooey Deschanael) to stop Queen Aggravain. The costumes nearly steal the show, rich with explosive colors and sumptuous designs (Burnett's jewel-drenched costumes are designed by none other than Bob Mackie). Ullman gets wears yummy gowns of red and gold velvet, and Deschanael looks every bit the fair maiden in delicate, candy-colored silk dresses and rosy cheeks. The songs are also catchy and hummable, ranging from bombastic to ironic. I was surprised at what an incredible belter and game dancer Ullman was! In the show stopping number "Shy", she slides down poles and gets tossed about, Eleanor Powell-style, without missing a beat. Burnett shows that, even in her '70s, she's still a performer to be reckoned with, delivering the rather disturbing number "That Baby of Mine" with the hip-swiveling conviction of a burlesque dancer. All the couples have just the right amount of chemistry and a hell of a good time is had by all. Join the fun and don't be shy!

all the people who have seen this movie thought Zooey Deschanel who plays Lady Larken was terrible but i thought she was OK She sings in a cabaret called "If all stars were pretty babies" so she has a jazz type of voice so people lay off the rude remarks! But MATTHEW MORRISON WAS AMAZING!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!! he is so gorgeous! and Denis o'hare disgusted me on how he acts like a little kid and even how he sings is like hearing nails on a chalkboard! Tracey Ullman was better than expected but she doesn't knock your socks off and carol Burnett is never bad! she always does a amazing job! and Micheal boatman who plays the Jester is hilarious! I give this movie one thumb up but its worth watching!

Mattress is a great show... for those 16 or older. Like most Warner "Looney Tunes" it was never intended for children! Now, if you take that very premise, and try to make it palatable for the Christain set between our 2 mountain ranges, you kill the very premise for the show in the first place! The original plot revolves around, and is propelled by a pre-marital pregnancy, an Oedipal relationship, a woman-chasing father, and typical court intrigue. These are now, essentially all gone and with them went the engine that drives the show. That said, the actors here were all fine, and generally well cast (although I'd have gone with Marcel Marceau or the brilliant Bill Irwin for the King, even though Tommy Smothers was still great) and all the leads made the very wise choice of going with their own strengths as opposed to trying to out do the originals. Tracey Ullman was great as her own Winnifred, and Burnett created her own Queen, knowing that, like her own Winnifred of 1959, Jane White's original Queen is absolutely not copyable! The "dated" musical sound of the original was marvelously updated for today. All of which underscored the terrible rewriting of the book, and the stodgy direction accompanying it. Why take 5 minutes of droopy dialog to establish what "Opening For A Princess" did musically in 2? Where did that useless dungeon scene come from? "The Queen Has Ordered Quiet" and "Very Soft Shoes"" would have fit much better in the same amount of time. "Mattress" is a fully loaded freight train racing down a steep mountain grade, barely staying on the tracks, whistle and bells going all the way. Anything less (like the recent Broadway revival too) just falls flat. I wish they'd either re-release the 1964 B&W version, or someone please do a shot-by-shot remake, as it was written! No, Hollywood, you don't know better than the original Broadway writers and, no Disney, you don't know real comedy. You know "cute, innocent and humorous," but that's a long way from comedy! Please stop remaking Broadway musical comedies. Let someone else do it, please!