***

"It's for the whole family: kids, parents, grandparents. They can sit around and watch it together," relates Kathleen Marshall of her first TV film. "Post production ended last February, but we knew back then that ABC was going to hold it to air as a holiday family event. I'm thrilled about that — to be on a week before Christmas."

Tonight's version is the third TV adaptation of "Once Upon a Mattress," all of them starring Carol Burnett. In the two prior telecasts (6/3/64, in black and-white, and 12/12/72, both CBS), she played Princess Winnifred the Woebegone, the role that brought her stage fame. This evening, she's again top-billed, but now portrays Queen Aggravain, who's determined that her son, Prince Dauntless the Drab (Denis O'Hare), won't marry Winnifred (Tracey Ullman). People Magazine's three-star review states, "Burnett slinks around in over-the-top Bob Mackie gowns and headdresses that make her look like a Fabergé lizard."

Friday's New York Times gave a rave to "Mattress," stating, "The remake has everything that those earlier versions had and something more: Tracey Ullman and Carol Burnett together and at each other's throats." The reviewer praised the cast, but curiously failed to mention Marshall's glowing work.

Marshall's involvement with "Mattress" began "when Craig [Zadan] and Neil [Meron] were working on it [as a Storyline Entertainment production]. I had choreographed 'Music Man' for them [in 2003]. I believe it was [co-producers] Marty Tudor and Carol Burnett who brought the project to ABC. Craig and Neil brought me in to meet with Carol. But [Zadan and Meron] had too many projects going on, and that's when Marc Platt came on board [as co executive producer]. That was fall 2003. "In spring [2004], everything worked out to have Tracey Ullman come aboard as Winnifred. We started production in the summer of 2004." Ullman puts her own stamp on the role, and works well opposite Denis O'Hare's top-notch Dauntless. Tom Smothers appears to have fun as King Sextimus.

Matthew Morrison and Zooey Deschanel are winning as the secondary love interests, Sir Harry and Lady Larken. "After we finished the film, Matthew came back [to Broadway] and did Light in the Piazza," notes Marshall. "I think Zooey Deschanel is adorable. I knew her as an actress, but it wasn't until I saw her in 'Elf' [the 2003 Will Ferrell comedy] that I realized she could sing. She had a song in that, and did a great version of 'Baby, It's Cold Outside' over the closing credits. She sings with a group in L.A. nightclubs."

Recalls Marshall, "I remember seeing the '72 TV version [of 'Mattress'], and the first time I saw the show [on the stage] was when I was ten, in summer stock, maybe 1973 or '74, at the Odd Chair Playhouse [in her native Pittsburgh]. I danced in the chorus of a summer stock production, maybe 1984." She also had a connection to the 1996 Broadway revival, starring Sarah Jessica Parker. "I came in a couple of weeks before they opened to help out with some movement and some choreography. I've had a history with the show."

***

The show, itself, has had quite a history. Based on a Hans Christian Andersen fairy tale ("The Princess and the Pea"), Mattress features music by Mary Rodgers and lyrics by Marshall Barer, and was adapted by Jay Thompson, Dean Fuller and Barer. It originally opened Off-Broadway (5/11/59) at the Phoenix Theatre — directed by George Abbott — and then transferred (11/25/59) to Broadway's Alvin (now the Neil Simon). "Don't be distressed by the title, and don't expect too much from the libretto," advised Brooks Atkinson in his New York Times review of the Broadway debut. "But be comforted by the fact that the musical theatre has acquired a genuine new composer [Rodgers] and a funny new clown [Burnett]."

Come Tony time, the show was a contender as Best Musical of 1959-60, placing its composer in competition with her father, Richard Rodgers (The Sound of Music). His show tied with Fiorello! for top honors; the other nominees were Gypsy and Take Me Along. (Not too shabby a season.)

Newcomer Burnett, a Tony nominee as Best Actress in a Musical, found herself in the running with Eileen Herlie (Take Me Along), Dolores Gray (Destry Rides Again), Ethel Merman (Gypsy) and Mary Martin (who won for The Sound of Music).

During its 460-performance run, Mattress also played the Winter Garden, Cort and St. James, where it closed July 2, 1960. Later that year, two road companies toured. The first, which started (9/1/60) in Chicago and ended (3/18/61) in Boston, starred Dody Goodman as Winnifred and Buster Keaton as the king. In the second, beginning (10/21/60) in Providence, Rhode Island, and closing (5/27/61) in Washington, D.C., those roles were played by Imogene Coca and Edward Everett Horton. In the London production, Winnifred was played by Jane Connell (who, in 1995, was cast as Burnett's mother in Moon Over Buffalo).

***

Janet Brownell wrote the teleplay for the new 88-minute version (sans commercials). Several songs had to be eliminated; however, a new number, "That Baby of Mine," by Ken and Mitzie Welch, has been added. "The queen only had one song, 'Sensitivity,'" explains Marshall, "and we wanted an additional one for Carol. The moment when the queen puts the pea under the mattress had never been musicalized.

"It segues into a little reprise of 'Happily Ever After,' because she thinks she's going to get rid of Winnifred. Since Carol originally did that song, I liked the idea of her getting to sing a bit of it again." Of course, Burnett shines throughout — whether incredulously repeating, 'You swam the moat!?" (her response to Winnifred's entrance), or delightfully delivering ditzy dialogue ("Don't dillydally, Dauntless, darling — it's time for your cocoa").

Marshall deserves praise for a fast-moving, charming first film. Next up for the director-choreographer is the Roundabout's revival of The Pajama Game (another show with which George Abbott was involved). "Performances start January 19 [prior to a February 23 premiere]. It's a terrific cast [led by Harry Connick, Jr., Kelli O'Hara and Michael McKean]. We just started rehearsals. I'm spending my days in a room, listening to Harry Connick sing. Life's pretty good!"

The busy Marshall then helms Kander & Ebb's 70 Girls 70 for City Center (March 30-April 2) Encores! I mention that there's been some buzz that Angela Lansbury may say yes to playing the lead. "You know what," says Marshall, "we haven't had a meeting about casting."

On Dec. 20, the new "Once Upon a Mattress" will be released on DVD. Suggests a savvy Kathleen Marshall, "Just in time for Christmas stockings."

***

"I feel so incredibly lucky to have had these two experiences to prepare me [to create a TV series]," confides Craig Wright. During a five-year stay in Hollywood, he's written for two hits shows — "Six Feet Under" and "Lost" — and (earlier this year) was signed by Touchstone to a seven-figure deal. Considering his success, I remark that the series' titles are somewhat ironic. "That's occurred to me," he notes. "My first day on 'Lost,' they gave me an ID card. Next to my picture, it read, 'Craig Wright/Lost.'" Well, I tell him, that seems better than "Craig Wright/Six Feet Under."

A 1999 Pulitzer Prize nominee (for The Pavilion, his breakthrough play), Wright admits, "The financial freedom that TV writing has given me has let me feel freer in my theatre work. I write the plays I want to write. If theatre was my only source of income, I could write plays that were designed for major markets. Instead, I can do things that I want to do.

"But the schedule of TV production makes it harder to find the time to participate responsibly in the process of making live theatre. If you're on a TV show, they want you there all the time. You have to be a lot more thoughtful about how you divvy up your time." He seems adept, however, at dividing his interests. In addition to writing for television and the stage, he's part of an alternative rock group, Kangaroo, which just recorded their latest CD, "Songs (French)"; pens lyrics to fellow band member Peter Lawton's music; and manages to fit in being a husband and father.

Wright believes that he "learned a lot from working on 'Lost.' It's a really good show." Is there a blueprint for the season? "There is an overall, sort of skeletal, blueprint that we established in April. And I think it's very, very important for someone to go on record that Damon Lindelof doesn't get enough credit for the series. J.J. Abrams, who was the creative force, did the pilot, but everything that makes it compelling and elevates it is the work of Damon."

Are the "Lost" characters' back stories devised in advance, or are they written when an episode focuses on an individual? "You can't really make up back stories; they're known, and can be illuminated at any given time." What's the length of time between writing a script and shooting it? "It varies, but in general I'd say two-and-a-half months."

***

How did Wright choose his career? "I've always loved theatre. When I look back, I think that seeing Pippin at the Kennedy Center, when I was seven or eight, was pivotal. The stylized nature of Bob Fosse really marked me; he was an idol of mine for a long time. I toyed with the idea of being an actor. When I was 20, I got a job in children's theatre. In the company, there was a playwright, who suggested that I write a play and submit it for an award, a Jerome Fellowship. I did and won $5,000, which was a lot of money to me. So, I decided to be a writer. I didn't really like being an actor. I wasn't very good; I didn't like taking direction." Both writers and actors deal with a lot of rejection. "Yes, I spent a lot of years getting rejected. Still do. But being a playwright is really a good fit for me. It's just the right mix of introvert and extrovert. "I try never to forget that plays need to be a good show. There has to be something to watch, not just having psychology unfold. I love Chekhov more than anything; but, for my own work, I feel there has to be some layer of glittery artificiality."

Wright's background resembles a scenario more than a biography. Born in San Juan, Puerto Rico, he spent most of his childhood in transit. "My father worked for a company that frequently moved around. In addition to that, he got married a lot. I lived up and down the East Coast. At 14 I moved on my own to Minnesota, where I stayed until I was 36. "His success as a playwright eventually resulted in a series of meetings for TV projects, and he was signed for "Six Feet Under." At 36, Wright moved to Hollywood, where a day job awaited him.

***

Was there a "Six Feet" character for which Wright particularly enjoyed writing? "Definitely! I identified with Nate [Peter Krause]." How was it decided that the deaths at the beginning of each episode would occur? "The writers' assistant was always bringing in articles about people dying in strange ways, and sometimes we would use stories from our lives." Since the series was so character-driven, was it a challenge to retain each character's emotional and behavioral consistency from episode to episode? "Obviously, you had to have a handle on the people, but you could tell one writer's episode from another's.

"I think there was a degree of verisimilitude on 'Six Feet Under' that stems from the lack of consistency. In real life people tend to change from day to day; on TV, they tend not to. Life isn't consistent. All you have to do to be a person is to be recognizable."

According to Wright, the reaction to the"Six Feet Under" finale was "mostly tremendously positive. A lot of people wished the show could have gone on longer. A few were a bit shocked that there was an artificiality to the ending — that we had to use make-up for a show that was naturalistic for so long. But I think [most] people saw why we did it. The [last] season was really, really successful. The fact that we got to kill Nate so early proved that we could go on awhile and that the show was never really about death. It was about life."

Was Alan Ball the sole writer of the finale? "Every episode was broken down in a room with all the writers present. Once we were done with outlining the process, Alan used that to do all the artistic things he wanted to do."

Does Wright have a preference in writing for the stage or TV? "Playwriting, by far!" In addition to rock songs, he and Peter Lawton also "write for the theatre. We wrote about eight songs for a production of Twelfth Night in Louisville." Was he inspired by a particular lyricist? "Within theatre, I'm a big fan of Frank Loesser. He was very successful, but still seems undersung. His lyrics were always entertaining, never showy."

Several of Wright's plays are set in Pine City, MN. "In the first one, Molly's Delicious, everyone was pining for someone. So, I named the town Pine City, which was stupid. Then, I found out there really was a Pine City. I based my Pine City on two [Minnesota] towns where I spent a lot of time — Detroit Lakes and New York Mills."

He describes Molly's Delicious as a "very sweet, naïve play, kind of William Inge without seriousness. It's a play about youth and hope, and that little window of time that opens up when you think you can remake the world — and then the window gets shut down."

It was during his acting days that Wright met his wife, Lorraine LeBlanc. "She was director of development with a children's theatre company." Their son, Louis, is 16. "He's in a lot of bands, and he's also a really good writer."

Does Louis ever seek Dad's help with a school paper? "No, no. In fact, I'm lucky to even know what school he goes to. Last year, for my fortieth birthday, he gave me a little poem: 'You're forty years,/So celebrate,/Uncap the beers/And clear the floor,/And think when you have reached four score,/You'll laugh at fears of forty years,/And look for forty more." I thought: 'Wow! There's a really mature restraint to that.'"

Midway to four score, the future seems bright for Craig Wright, although his method of working has little to do with illumination. "Like Alan Ball and Damon Lindelof, I tend to start [a project] with my feet implanted in the dark, dark ground, and then I try to jump up and find some light above. I'm really excited to launch into trying to create something [for TV] as personal and evocative as what I've tried to do with my plays."

***

Reminder: Julie Harris was a 2005 recipient of the Kennedy Center Honors (along with Robert Redford, Suzanne Farrell, Tony Bennett and Tina Turner) on Dec. 4. The always first-rate ceremony will be televised Dec. 27, CBS, 9-11 PM ET. Tune in to see the revered actress and record Tony winner (five Best Actress awards, plus one honorary). Brava, dear lady!

Happy holidays to all!

***

Michael Buckley also writes for TheaterMania.com.