The TV film also features Matthew Morrison as Sir Harry, Denis O'Hare as Prince Dauntless, Zooey Deschanel as Lady Larken, Tommy Smothers as King Sextimus, Michael Boatman as the Jester and Edward Hibbert as the Wizard. Carol Burnett, who starred in Mattress on Broadway in 1959 and on television in 1964 (in black and white) and in 1972 (in color), plays the conniving Queen Aggravain.

The made-for-TV musical — featuring a teleplay by Janet Brownell — was directed and choreographed by Tony Award winner Kathleen Marshall with costume designs by Bob Mackie.

"The captivating tale," according to press notes, "takes place in a small kingdom long ago, as Prince Dauntless (O'Hare) is searching for a bride. Dozens of women have been tested and rejected as unsuitable by his mother, Queen Aggravain (Ms. Burnett), the dominating force in the land, who insists that her son must marry a 'true princess.' The lords and ladies of the court are distressed since the marriage law states that 'no one may wed until Dauntless shares his marriage bed.'"

Once Upon a Mattress, which is essentially the fable of "The Princess and the Pea" set to music, marked Carol Burnett's Broadway debut, and her role as the comical Winnifred became one of Burnett's signature parts. Featuring a score by Mary Rodgers (music) and Marshall Barer (lyrics) and a book by Barer, Jay Thompson and Dean Fuller, the original Broadway company also included Jack Gilford, Joe Bova and Jane White. The 1996 Broadway revival featured "Sex and the City" star Sarah Jessica Parker in the role created by Burnett with co-stars David Aaron Baker, Jane Krakowski and Mary Lou Rosato.

Executive producers of the new "Mattress" are Wicked's Marc E. Platt, actress Burnett and Marty Tudor.

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