Of the TV versions of Broadway musicals they've made since 1992's "Gypsy", only "Once Upon a Mattress" had never been done as a film before, only as two television specials. Both starred Carol Burnet as Princess Winifred (nickname, "Fred"),Here (still top billed),she's cast as the domineering queen who is scheming to keep her son from getting married. Along comes swamp princess Winifred who is so determined to get into the castle that she swims the moat. The queen instantly is determined to prevent Prince Dauntless from marrying her so she schemes to come up with the ultimate way for Winifred to fail the test which determines if she is worthy or not.

If you have been lucky enough to have seen the TV versions or any stage production of it (including a 1996 Broadway revival),you are already familiar with the many fractured fairy tale elements of the narrative. This is not your typical classic Disney tale, nor is it thought-provoking like Stephen Sondheim's "Into the Woods". Burnett is deliciously wicked, dressed out in gowns and head dresses designed by her old pal Bob Mackie. This feels like a full-length version of one of her TV show's musical spoofs, minus her cast of regulars. As Winifred, Tracy Ullman is very funny although she may not have been my first choice because of her age, but she is musically pleasant, and blasts "Shy" to the gills.

Denis O'Hare as Prince Dauntless is appropriately shy and geeky, while Tom Smothers as the silent king does what he can with a rather thankless part. He lacks the facial expressions that Jack Gilford hysterically brought to the role that requires a lot of pantomime. Zooey Deschanel and Matthew Morrison are fine as the secondary romantic couple, but they are overshadowed by the more comical leads. Michael Boatman is amusing as the court jester, while Edward Hibbert is appropriately nebbish as the Wizard, who acts as the Queen's "Yes Man".

The score is a lot of fun, most remembered for "Shy", but also contains such delights as "I'm in love with a girl named Fred", and "Happily Ever After", a great showcase for Ullman. While this production isn't technically as lavish as the most recent TV "Cinderella", or as memorable as "Gypsy" and "Annie" (also remade for TV),it still holds up as one of the better recent TV musicals. With Burnett having been crowned Queen here after having swam the moat two previous times, it's an important record of a show that might not be one of the all-time great shows, but it's a true crowd pleaser. Now if someone would get the other two versions out on DVD, as well as the early Julie & Carol specials.

While watching ONCE UPON A MATTRESS and seeing Carol Burnett as Queen Aggravain, I immediately realized that she must have played Princess Winnifred in the original version of the show in the '60s. This became all too clear when I saw that Tracey Ullman's daffy princess was lacking a certain spark that Burnett would have given to the part--plus she was a little too mature for the role to begin with.

Denis O'Hare seemed another case of miscasting as Prince Dauntless, a role could easily have been played by Matthew Morrison, who instead was saddled with a boring secondary role.

But despite these misgivings, there's much to like about this rowdy version of the tale, vibrant with colorful sets and costumes (particularly Burnett's jeweled outfits) and some witty lines that are tossed about by a capable cast.

But there's always the feeling that something isn't right--and not being able to compare this version with the original I can't say what it is but I see from other reviews that much of the original material was altered or deleted entirely. Perhaps this is why there's a feeling that it could have been so much better.

Summing up: For Carol Burnett fans, it's a delicious chance to watch her play broad comedy with such finesse. She never misses an opportunity to ham it up but keeps it from being too over-the-top to be enjoyable. And while the choreography could have been more inventive, Tracey Ullman gives all of her energy to some of the dance routines with some very funny results.

Unfortunately, Tom Smothers is wasted in the role of the mute King Sextimus. But all in all, it's a fun version of a fractured fairy-tale, based on "The Princess and the Pea."

Queen Aggravain (Carol Burnett) is ruthlessly testing any princesses who wants to marry her pampered son Prince Dauntless (Denis O'Hare). No one is allowed to marry until Dauntless finds a suitable mate. Lady Larken (Zooey Deschanel) is pregnant. She and Sir Harry (Matthew Morrison) are desperate to get married. Sir Harry travels to the Badlands and returns with Princess Winnifred (Tracey Ullman). The Queen plans an impossible test with a pea under 20 mattresses. King Sextimus (Tom Smothers) is muted due to a curse.

It's the classic musical as a TV movie. It's probably loads of fun for Broadway lovers. Personally, I don't like this show or any of the songs. For this production specifically, I don't like Ullman. I don't find her endearing. She has too much anger. I also don't like Lady Larken. The TV production looks fair but there are too many little things that annoy me.