In 1958, a group of young adults vacationing at the Tamiment resort wrote a short play adaptation of “The Princess and the Pea” for fun. Two years later, it would be nominated for Best Musical at the Tony Awards, losing the prize to the double-win of Fiorello and The Sound of Music.

Once Upon a Mattress, at its core, is just a fun time. No one set out to do a super serious adaptation of a fairy tale. The stakes were elevated with magical spells and new sideplots, but the core story is the same. A young woman is tested to see if she’s actually a princess. A single pea is placed under a stack of 20 mattresses. If the young woman cannot sleep, she is actually sensitive enough to be a princess.

Once Upon a Mattress amps up every angle of the story. In this kingdom, the ruthless Queen Aggravain must approve the woman who will marry her son, Prince Dauntless. Five minutes into the show and we’ve seen the 12th princess fail to pass the royal history trivia challenge, thereby proving she’s not a worthy successor to the throne. We find out other princesses have failed table manners, ballroom dancing, and weight lifting. The Queen clearly does not want any princess to pass this test.

Meanwhile, in the b-plot, Lady Larken discovers she is pregnant. No one else in the kingdom is allowed to marry until Prince Dauntless finds a bride. Her boyfriend, Sir Harry, goes on a quest to find another princess to marry Dauntless. He returns with Princess Winnifred the Woebegone, princess of the swamps, who is so eager to meet the Prince she tries to swim the moat and climb the castle walls.

Queen Aggravain is not pleased. Everyone else in the kingdom instantly falls for the brash young princess but not her. She comes up with a plan to exhaust the young woman at a rowdy ball, stack the most comfortable mattresses in the world twenty high, and hide a pea underneath. No normal person could grow so tired and sleep on that bed without falling asleep; therefore, when the kingdom wakes up and finds Princess Winnifred asleep, they will all know she is not a true princess.

Once Upon a Mattress has a huge ensemble cast of broad characters to add even more twists to the Queen’s wicked plans. Her husband, King Sextimus, cannot speak until Dauntless is married thanks to a curse on the kingdom. He delivers all of his lines in pantomime, including the birds and the bees talk with his simple son.

A wandering Minstrel opens the show, telling the story of the Princess and the Pea. Then you find out that he was actually heavily involved in the story, doing everything from helping Princess Winnifred pass her tests to plotting with Lady Larken to escape the kingdom to Normandy where she will not be punished for having a child out of wedlock.

The Queen’s assistant is a failed stage magician called the Wizard. He is utterly incapable of anything useful and cannot even draw an audience in to see his sleight of hand magic. He does whatever the Queen wants and that’s enough to give him some power.

Even the smaller ensemble roles wind up being memorable. Sir Studley is the charming young knight with the honor of giving each failed princess their consolation prize: a game bird he hunted himself. Lady Mabelle is a recent French import to the kingdom, eager to join in on the festivities but only able to say “yes” in English; that doesn’t mean she doesn’t know how to communicate “no,” either. The Nightingale is the most beautiful bird in the Queen’s aviary who is brought in to sing a lullaby that will guarantee Winnifred falls asleep; instead, they collaborate on arrangement and performance all through the night.

Once Upon a Mattress is an enduring musical in a way that a lot of quirky off-Broadway transfers aren’t. The music by Mary Rodgers, daughter of Richard Rodgers and an esteemed children’s and musical theatre composer in her own right, is an absolute delight. The book by Jay Thompson, Marshall Barer (also the lyricist), and Dean Fuller is just fun. It’s, frankly, a good blueprint for an all ages musical aimed more for adults but clearly enjoyable by children.

The show has been adapted three times for television, including the 2005 ABC version currently streaming on Disney+. Carol Burnett, who originated the role of Princess Winnifred and received a Tony Award nomination for it, returns in the role of Queen Aggravain. Tracy Ullman takes on the role of Princess Winnifred in a phenomenal showcase of her comedic timing and wonderful singing ability. The adaptations smooths down some of the edgier bits from the original libretto while still maintaining the integrity of the story, tone, and style.

Once Upon a Mattress is the rare musical comedy that still gets big laughs from the audience decades later. This is a testament to the writing and conception of the musical. The jokes are a mix of slapstick humor, clever wordplay, and dramatic irony. You’re told from the beginning that the story you think you know isn’t the real story, and Once Upon a Mattress takes every chance it can to show you new and unexpected comedic twits for its cast to perform.