The Not-Quite-Fairytale Making of Once Upon a Mattress

Many moons ago, when Once Upon a Mattress debuted on Broadway in 1959, it ran for less than a year. And yet, in the 65 years since, it’s remained an essential title in the musical theater canon. The show is synonymous with Carol Burnett’s rise to stardom, gets top billing over Freaky Friday on Mary Rodgers’ list of creative achievements and has been seen on virtually every high school stage in America. It’s also been mounted in the West End, produced three times for television (twice with Burnett in 1964 and 1972 and once with Tracey Ullman in 2005) and given a Broadway revival in 1996 with Sarah Jessica Parker at the top of the mattress tower.

Two-time Tony winner Sutton Foster is now taking her place aloft the cushioned throne at the Hudson Theatre as the one-man-shy Princess Winnifred of the swamp-kingdom Farfelot. The new Broadway revival, a transfer of an Encores! production helmed by Lear deBessonet, adds acclaimed TV writer Amy Sherman-Palladino to the Once Upon a Mattress creative team originally comprising Rodgers, Marshall Barer, Jay Thompson and Dean Fuller—a quartet that coalesced around impossible deadlines and the whims of kvetchy summer stock audiences. Find out how this unlikely musical came to live “happily ever after.”

MARY AND MARSHALL AND DEAN
Mary Rodgers—daughter of legendary composer Richard Rodgers of Oklahoma!, Carousel and South Pacific fame; and mother to Tony-winning composer Adam Guettel who rose to prominence with The Light in the Piazza—spent the 1950s carving a niche in TV jingles and children’s songs. She added words to Captain Kangaroo’s instrumental theme song “Puffin Billy,” wrote lyrics for a Prince Spaghetti commercial, and penned the charming ditty “Lassie, My Four-Footed Friend” for the popular TV series. “I developed a subspecialty in dog numbers,” she commented in her memoir, Shy.

She launched her composing career in 1953 with Some of My Best Friends Are Children, a book of 12 nursery rhyme-style tunes released with a six-inch record of four of them produced by Little Golden Records. The head of Little Golden, Arthur Shimkin, connected Rodgers with Marshall Barer, the company’s resident lyric editor in charge of either putting his own lyrics to songs they planned to record or finding someone else who could. Writing them himself, Rodgers said, was “more doggerel than he could tolerate” so he recruited her as a substitute. She took the gig under the condition that she write both lyrics and music. He agreed.

Rodgers soon got to know Barer’s writing partner Dean Fuller on the theatrical party circuit where songwriters would try out their new material on willing peers. Stephen Sondheim was also a regular presence at these parties, and according to Rodgers, everyone’s music (including her own) was “dreary” in comparison. “One exception was Dean Fuller,” she claimed. “Dean seemed like a professional in a room of wannabes.” Rodgers was also impressed with Fuller’s credentials. “He and Marshall were already writing real shows for real audiences, if not in New York then at least at Tamiment, the Poconos resort and theatrical colony that was a kind of summer camp for emerging talent.” 

TAMIMENT 1958
Described as a “progressive version of the Catskills,” Tamiment was a socialist summer camp-turned-vacation resort where budding talent would put on weekly revues for guests at the Tamiment Playhouse (Neil Simon, Woody Allen, Jerry Bock, Sheldon Harnick, Danny Kaye, Barabara Cook and Jerome Robbins are just a few of the artists who cut their teeth there). Fuller had to bow out of the 1958 season, leaving Barer without a writing partner. Having worked with Rodgers at Little Golden for a few years at that point, Barer asked her to join him. His pitch was, “Come to Tamiment this summer and write for grown-ups. And be a grown-up.” 

At the time, Rodgers was 27 years old, freshly divorced from her first husband, Jerry Beaty, and had three children (Tod, Nina and Kim) ages five and under. Barer found an affordable four-bedroom cottage for Rodgers, her children and her children’s nanny (Tamiment paid only $600 for the whole summer, the same fee as writing music and lyrics for a single Little Golden song) and Sondheim, newly solvent thanks to the success of West Side Story, sold her his old car for one dollar.

Rodgers and Barer spent the first half of the summer painstakingly writing middling revue songs that neither of them were happy with. “Music did not pour out of my fingers,” Rodgers said. “The process was more like wringing a slightly damp washcloth.” She credits Dexamyl—a popular amphetamine-barbiturate cocktail generously provided by Barer—with shaking her writer’s block. She immediately wrote two songs in one day, though she says they “weren’t any better received than anything else I wrote in the first half of the season.” One of those tepidly received songs was called “Shy.”

THE PRINCESS AND THE PEA
For a few years, Barer had been chewing on the idea of weaving Hans Christian Andersen’s “The Princess and the Pea” into a musical burlesque for comic actress Nancy Walker. Walker gave a memorable performance in the original 1944 Broadway production of On the Town as Hildy Esterhazy, the brassy cab driver who tries to woo her chosen sailor with the songs “Come Up to My Place” and “I Can Cook Too.” She had also earned a 1956 Tony nomination for her performance in the short-lived revue Phoenix ‘55. In his New York Times review, Lewis Funke wrote, “Even if Phoenix ‘55 were not quite as pleasant as it is, it nevertheless would be an asset for having had the good sense to bring back to the theatre Nancy Walker, one of the funniest women on our stage.” She eventually became known to TV audiences as Ida Morgenstern on The Mary Tyler Moore Show and Rhoda.

Rodgers and Barer got the green light from Moe Hack—the former Broadway lighting designer, stage manager and director who ran the Tamiment Playhouse—to try patching together a book musical in their remaining weeks (it was the end of July and the show would play to audiences on August 16 and 17). Hack’s one condition was that they write parts that serviced all nine of the principal players he hired for the summer. As Princess Winnifred they wanted Yvonne Othon, a dancer who Rodgers described as “appealingly funny-looking, very funny-acting and the right age—twenty.” Othon later changed her name to Wilder and made her film debut as Consuelo in the screen adaptation of West Side Story, starred alongside Charles Grodin and Goldie Hawn in 1980’s Seems Like Old Times and, in the late ‘80s and early ‘90s, appeared in seven episodes of Full House as Uncle Jesse’s mother, Irene Katsopolis.

Unfortunately, Othon was not one of Hack’s principal players. He was more interested in giving material to Evelyn Russell (who happened to perform alongside Nancy Walker in the 1957 Broadway musical comedy Copper and Brass). Rodgers and Barer decided to cast her as the show’s Queen Aggravain, overbearing mother to Prince Dauntless, though she was only 31 years old. Rodgers and Barer—and now Jay Thompson who they enlisted to speed up the writing process—beefed up her part with dialogue and music. They also agreed to cut their leading lady’s big number. “We’d been planning to have her sing ‘Shy,’ the song that hadn’t worked earlier in the summer,” noted Rodgers. “That was just as well because it was a tough, belty tune and Yvonne couldn’t sing a note.” Comic Milt Kamen was another of Hack’s priority actors but, according to Rodgers, he could neither sing nor memorize lines. “He claimed, though, to be an excellent mime,” she said. Thus was born the mute King Sextimus, who gesticulated the song “The Minstrel, the Jester and I.”

By Saturday, August 16 they had a rough, one-act version of The Princess and the Pea that would play to Tamiment’s 1,600-seat barn. Rodgers was pleased with the material they had cranked out in three weeks—with the exception of “The Song of Love,” Dauntless’ feverish ode to his beloved princess that repeatedly features the lyric “I’m in love with a girl named Fred.” “I complained bitterly as I was writing it,” Rodgers recalled. “It was just plain stupid.” Barer insisted it stay in the show. The Saturday performance would be filled with impatient Tamiment guests at the tail-end of their vacations, so the writers expected throngs of mid-show exits. They knew they were a hit when no one left. “And Marshall was right,” Rodgers conceded. “’Song of Love’ was the high point of what would have been the first act if we had one.” 

ONCE UPON A MATTRESS
Jean and Bill Eckart, a husband-and-wife design team who, at that point, had designed Damn Yankees on Broadway and the film version of The Pajama Game, decided they wanted to kick off their theatrical producing careers with an expanded version of The Princess and the Pea. They were among the invited guests at an extra Tamiment performance Hack agreed to put on for agents and producers (Hack also smartly locked himself in for 10 percent of all of the show’s future royalties). Louis d’Almeida, another Tamiment invitee, had already secured the rights to the show with plans to produce it on Broadway with Rosalind Russell. But with no producing experience, he graciously backed out of the deal and handed the rights to the Eckarts.

The couple insisted that the legendary, then-71-year-old director George Abbott—who had earned Tony Awards for his direction of both Damn Yankees and The Pajama Game—should helm the musical (Abbott had collaborated with Richard Rodgers on a number of projects, including the short-lived Rodgers and Hammerstein musical Me and Juliet). When the writing team auditioned their Tamiment material for him in late-January, he asked how quickly they could turn it into a two-act musical. The implied deadline to open was mid-May—the time of year Abbott liked to settle into his summer home in the Catskills. To meet that deadline, the show had to be written, funds had to be raised and a theater had to be secured by early March. They had six weeks. Abbott also demanded the title be changed to Once Upon a Mattress, which Rodgers hated. “People would think it was a sex farce,” she argued. Abbott would not budge.

Dean Fuller, now available to join the creative team, joined Barer, Thompson and Rodgers for their weeks of marathon writing in the Eckarts’ living room. By the end, they had about nine new numbers along with about five that had been preserved or adapted from the Tamiment version. The role of the Princess, primed for Nancy Walker, was also given the leading lady treatment it couldn’t get at Tamiment. “Shy” was reinstated and the song “Happily Ever After” became Winnifred’s eleven o’clock number. But of all the new songs written for its New York premiere, “Man to Man Talk” was Rodgers’ favorite. “It’s the situation that makes it so good: the mute father trying to teach his child about love,” she explained. “It made all my gay friends cry.”

"THERE'S A WOMAN CALLED CAROL BURNETT..."
It was at Once Upon a Mattress’ first production meeting that Abbott told the creatives he didn’t want Walker to be the headliner. Rather than direct a star, he wanted to create a new one. The news sent Barer into an angry fit that left Abbott wanting both Walker and Barer out of the show. This was not unusual behavior for the erratic and often drug-addled Barer. In a forthright eulogy Rodgers delivered at a 1998 memorial for her former collaborator, who died at 75 of liver cancer, she described him as “a genius, a maniac, a slob, a darling, a tortured soul,” and most significantly, “filthy-tempered when thwarted.” After the blow-up with Abbott, Rodgers convinced him to swallow his pride and apologize. The Mattress team got to work finding a new star.

Carol Burnett dropped out of UCLA’s theater program in 1954—her junior year—after an anonymous benefactor offered her a $1,000 loan to go to New York to try her hand at musical comedy. As Burnett told filmmaker Rick McKay for his documentary Broadway: Beyond the Golden Age, her school friends threw her a party before she headed east, all asking her what her plans were when she landed in the city. She answered, “I’m gonna go to New York and I’m gonna be on stage and the first thing I do is gonna be directed by George Abbott.” By 1959, when Mattress was looking for its Winnifred the Woebegone, Burnett was living in a one-bedroom apartment with her sister Chrissie and husband Don Saroyan and had earned some buzz on the cabaret circuit for her rendition of the comedy number “I Made a Fool of Myself Over John Foster Dulles,” which she performed on The Tonight Show and The Ed Sullivan Show.

Meanwhile, she was also auditioning for an off-Broadway revival of Richard Rodgers and Lorenz Hart’s 1937 musical Babes in Arms, directed by Stanley Prager. “It looked pretty good that I was gonna get the role,” said Burnett. “I was so excited.” Prager then had to deliver the crushing news that producers opted for an actress with name recognition. The show that was going to be her big break had slipped through her fingers. Not 30 minutes later did her phone ring. Jean Eckart was on the other end of the line and said, “My husband and I are producing a show called Once Upon a Mattress. It’s going to be directed by George Abbott.”

Judy Abbott—George Abbott’s daughter and casting director—was the one who called the writers to say, "There's a woman called Carol Burnett." Burnett and Barer, it turns out, had been at Tamiment together the summer of 1956, so his immediate response was, "I don’t know why we didn’t think of her—she’s brilliant!" He called her apartment, and within the hour, Burnett was auditioning for Rodgers, who was blown away by the actress's vocal flexibility. “She could break suddenly from melody into her hilarious hog-calling hoots, which didn’t have any particular note in them but suggested immense fun and eagerness and strength and health.” Her biggest worry was that Burnett was too attractive: “She didn’t look schlumpy enough.” Rodgers and Barer instructed Burnett to wear the ugliest thing she had in her wardrobe when she came back to audition for Abbott.

“I walked in and it was like a dream,” said Burnett. “There was Mr. Abbott. I was nervous but I wasn’t. It was like, here it is.” Within an hour of returning home, Abbott called and asked her to sign a one-year contract.

"THE MOST MOVING MUSICAL IN TOWN"
The rest of the cast was eventually locked in: Joe Bova as Prince Dauntless, Jane White as Queen Aggravain, Allen Case as Sir Harry, Anne Jones as Lady Larkin, Jack Gilford as King Sextimus, Matt Mattox as the Jester, Harry Snow as the Minstrel and Robert Weil as the Wizard.

The show opened off-Broadway at the Phoenix Theatre (now the Village East Cinema) on May 11, 1959, leaving Abbott free to summer in the Catskills as planned. As Rodgers anticipated, the show’s title took some hits in the press. In his review for The New York Times, Brooks Atkinson wrote, “Don’t be deceived by the tasteless title of the show that opened last evening. Once Upon a Mattress refers to nothing more ribald than the fairy-story of the princess who could not sleep because there was a pea under her mattress.”

He also praised the show's many merits. “Mary Rodgers, the composer, has written a highly enjoyable score,” adding, “she is a daughter of Richard Rodgers. But nothing she has written sounds like his portfolio. She has a style of her own, an inventive mind and a fund of cheerful melodies.” About Burnett, he wrote, “Miss Burnett is a lean, earthy young lady with a metallic voice, an ironic gleam and an unfailing sense of the comic gesture.”

The show kept extending its off-Broadway run, but with a production of Lysistrata booked for the Phoenix in November, its time was running out. To garner publicity, the company crafted a mock strike, marching down Second Avenue with signs that read “Bolster Our Fourposter” and “Our Kingdom for a House.” The stunt worked and they booked Broadway’s Alvin Theatre (now the Neil Simon), opening November 25. In less than a year, the show moved from the Alvin to the Winter Garden to the Cort to the St. James. The company called it “the most moving musical in town.”

HAPPILY HAPPY, AND THOROUGHLY SATISFIED
Burnett stayed with the show until June 25, 1960, earning a Tony nomination for Best Actress in a Musical. She lost to Mary Martin for Rodgers and Hammerstein’s final collaboration, The Sound of Music, the show that also bested Once Upon a Mattress for Best Musical. The elder Rodgers won the face-off, but Mary was left to accept the award on her father’s behalf, as both her parents were vacationing in Italy at the time. The Sound of Music earned the Best Musical Tony jointly with Fiorello!, the show that also handed George Abbott a Tony for his direction (as co-book writer, he also got a piece of the Best Musical award).

Ann B. Davis—now famous for her role as The Brady Bunch’s cheerful housekeeper Alice, but at the time best known as “Schultzy” on The Bob Cummings Show—assumed the role of Princess Winnifred on June 27. The show closed July 2. Ticket sales couldn’t survive the absence of Burnett’s star power, freshly molded by George Abbott. Once Upon a Mattress kicked off a national tour that September, starring Dody Goodman as Winnifred and silent film star Buster Keaton as King Sextimus.

Even without an extended Broadway run, the Eckarts and all their investors turned a 100-percent profit. As one of the most popular musicals licensed by the Rodgers & Hammerstein Office, now part of Concord Theatricals, Moe Hack’s 10 percent also paid off handsomely. “Almost anyone can produce Once Upon a Mattress, and almost everyone has,” said Rodgers, analyzing her greatest theatrical success. “Some people have a medley of their hits; I have a medley of one.”