“Once Upon A Mattress” opened tonight for its third turn on Broadway, with Sutton Foster’s performance as Princess Winnifred the Woebegone the same goofy and intense workout that proved a draw earlier this year in a two-week run of the 1959 musical comedy as part of the Encores! concert series at New York City Center. The production, which has replaced four of the eight principal cast members, is otherwise largely unchanged now that it has transferred to the Hudson Theater. It is still tuneful, fun, well-sung. But it plays differently for me now. On Broadway, it feels like high school.

The show began life as an extended comedy sketch in 1958 at one of the adult summer resorts for vacationing New Yorkers that made up the Borscht Belt – a term that came to describe not just the region full of such resorts, but the kind of humor that developed among the entertainers in these places, which is why composer Mary Rodgers described her musical as “a Borscht Belt retelling” of Hans Christian Andersen’s fairy tale “The Princess and the Pea.” 

If it’s not common for a show that originated in summer camp to wind up on Broadway, the beefed-up version that ran on the Rialto for 14 months remains memorable more than six decades later for at least three reasons:

Comedy lovers know it as the show that marked the Broadway debut of the then-26-year-old Carol Burnett, launching her into stardom.  (She performed in televised adaptations of the show three times since.)

An increasing number of theater lovers realize that it also marked the Broadway debut of then 28-year-old  Mary Rodgers, the daughter of Broadway royalty Richard Rodgers, who came to be recognized for her own talents, even more so since the 2022 posthumous publication of her memoir “Shy” .The title is named after one of this musical’s most familiar songs, and in the memoir (co-written with Jesse Green) she explains her first foray into Broadway as telling the story of “a big, awkward, loudmouth princess, born to royalty but nevertheless a misfit.…[who] has to outwit a vain and icy queen to get what she wants and live happily ever after.” She concludes: “Story of my life, if only I’d realized it.” 

Above all, “Once Upon A Mattress” is among the most frequently produced musicals in America – primarily in high schools.

In “The Spamalot Diaries,”  Eric Idle’s newly published backstage account of the making of “Spamalot” on Broadway,  Idle recounts a moment when director Mike Nichols objected to a musical number in the show that was getting lots of laughs; he was concerned, he said, that it was becoming “too high school.”  There’s no elaboration on what Nichols meant precisely, but as soon as I read this passage, I realized it’s exactly how I felt when watching this second Broadway revival of “Once Upon a Mattress.”

The performers look like they’re having a blast, or trying hard to convince us that they are. Nobody works harder at it than Sutton, who mixes slapstick with calisthenics. Only someone as physically fit and acrobatically in control as Sutton can kick somebody high up in their chest, and make it seem playful.

The person she kicks is Prince Dauntless, and Michael Urie works hard at portraying the Prince as a petulant overgrown child. Princess Winifred has been brought from the swampland in the Northland to compete for the hand of Dauntless, unaware that his mother, with the fitting name of Queen Aggravain (Ana Gasteyer), doesn’t want to give up her power, so she has devised royalty tests for prospective princesses that are impossible to pass. She is not just a termagant; she’s a talker who will not let anybody else speak. In Princess Winifred, who goes by Fred, the Queen meets her match.

The fairy tale was expanded in the original Broadway version to allow for comic subplots and sweet songs, and has been altered (less noticeably) in this production by Amy Sherman-Palladino (creator of Gilmore Girls, Bunheads, Marvelous Mrs Maisel), who is given credit for an “adaptation.” David Patrick Kelly as King Sextimus the Silent performs in charades, including when trying to inform his son the Prince about the birds and the bees.

Because nobody else in the kingdom can marry before Dauntless does, this creates a dilemma for Sir Harry (Will Chase) and Lady Larken (Nikki Renée Daniels), who informs the less than brainy Harry she’s with child in a comic exchange that is one of Sherman-Palladino’s contributions:
Sir Harry: But I thought if you thought of holy things you couldn’t get pregnant. 
Lady Larkin: That’s not true. 
Sir Harry: And it was a Thursday. You can’t get pregnant on a Thursday 
Lady Larkin: God you’re….handsome.

The couple also get two lovely duets, “In A Little While” and “Yesterday I Loved You.”.

That I view this production differently on Broadway than I did at the City Center is not primarily because of the change in cast. (There is one performer I’m particularly sorry is no longer in the show, but another that gives a better performance than their predecessor, so it balances out.) The design is not a problem; a storybook theme in primary colors seems apt, and the costumes are Broadway-level lush (except for Foster’s, which are comically inventive.).

Rather, the Encores! concert series has trained us over its thirty seasons to accept under-rehearsed/informal productions in the spirit of uncovering/recovering/discovering what was best about old, flawed (or at least under-appreciated) musicals.  It’s true that Encores seems to have changed its mission lately; it now apparently sees itself as a pipeline to Broadway; the shows it selects no longer have to have been previously under-appreciated. But old habits die hard; an Encores show still means what it used to mean to me.

What I saw as missing from this “Once Upon A Mattress” upon second viewing on Broadway, was an almost intangible alchemy that turns fun into comic mastery. Does it involve comic timing? Authenticity? Modulation? Pacing? I’m not sure.

To realize “Once Upon A Mattress” felt like high school is not to say I didn’t enjoy it.  Anyone who has ever watched the Jimmy Awards knows that performers of high school age can be brilliant. Many of them have surely shone in this very show. 

Once Upon A Mattress
Hudson Theater through November 30
Running time:  2 hours 15 minutes, including an intermission.
Tickets: $63 to $349. Digital and in-person rush tickets: $45
Music by Mary Rodgers
Lyrics by Marshall Barer
Book by Jay Thompson, Dean Fuller & Marshall Barer 
Adaptation by Amy Sherman-Palladino
 Directed by Lear deBessonet, choreographed by Lorin Latarro
Scenic designer David Zinn, costume designer Andrea Hood, lighting designer Justin Townsend, sound designer Kai Harada, , music supervisor Mary-Mitchell Campbell
Cast: Sutton Foster as Princess Winnifred, Michael Urie as Prince Dauntless, Nikki Renée Daniels as Lady Larken, Daniel Breaker as Jester, Ana Gasteyer as Queen Aggravain, Will Chase as Sir Harry, Brooks Ashmanskas as Wizard,  David Patrick Kelly as King Sextimus the Silent.