A musical retelling of Hans Christian Andersen's fairy tale The Princess and the Pea, Once Upon a Mattress is a hilarious and irreverent comedy that flips the traditional "damsel in distress" trope on its head.

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The story takes place in a tiny kingdom ruled by the devious Queen Aggravain and the mute King Sextimus the Silent (who is under a curse). The Queen has decreed that no one in the kingdom may marry until her son, Prince Dauntless, finds a "true" princess to wed. However, she rigs every test to ensure no candidate can possibly pass.

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Everything changes with the arrival of Princess Winnifred the Woebegone, an unpolished, brash, and fiercely independent princess who swam the castle moat to get there. While Prince Dauntless is immediately smitten, the Queen is horrified and devises an "impossible" sensitivity test: placing a single pea under twenty downy mattresses. If Winnifred can sleep through the night, she is proven a true princess.