Do you want to make a good first impression in front of your future in-laws? Sometimes all it takes is swimming across a moat.

At least that's how it worked out for Winnifred, the unconventional swamp princess in Once Upon a Mattress, which opened at Broadway's Hudson Theater last week.

The show, with music by Mary Rodger, lyrics by Marshall Barer and book by Jay Thomas and Dean Fuller, is a musical comedy adaptation of the Hans Christian Anderson fairy tale classic "The Princess and the Pea" that first hit the stage in New York in 1959.

But in this version of the fairy tale, the controlling Queen Aggravian, played by Saturday Night Live alum Ana Gasteyer (Wicked, Mean Girls, American Auto), won't let anyone in the kingdom get married until her beloved son, Prince Dauntless, played by Michael Urie (Spamalot, Ugly Betty, Shrinking), is wed to a genuine princess who can pass her series of impossible tests.

Winnifred, or Fred as she's known in the marshlands, is played by Tony winner Sutton Foster (Thoroughly Modern Millie, Anything Goes, Shrek the Musical). From the moment she scales the castle wall, she shines like a beacon of hope on the desperate kingdom in all of her grimy glory.

Sutton Foster as Princess Winnifred (center) and the ensemble of Once Upon a Mattress, now playing at the Hudson Theater in New York, New York. Winnifred is a swamp princess who must undergo a special... Sutton Foster as Princess Winnifred (center) and the ensemble of Once Upon a Mattress, now playing at the Hudson Theater in New York, New York. Winnifred is a swamp princess who must undergo a special test to determine if she is worthy of marrying the prince. Joan Marcus

Foster, who is coming off a stint as the devilishly kooky yet charming Mrs. Lovett in the recent revival of Sweeney Todd, said Mattress is "ridiculously silly" but at its core, is a story about two people falling in love.

"It's earnest and its sweet and all of the comedy is coming from a truthful place," she told Newsweek in an interview.

Like all good musical comedy, Foster said this show has the right blend of honesty, truth and heart.

"The characters you root for and that you are also moved by [have] a magical combination of all of those ingredients," she said. "Things can be funny, but if you really care about the characters, it takes things to a whole new level."

Once Upon a Mattress was first written as a short play at an adult summer camp in the Catskills

The original Broadway production introduced the world to comedic legend Carol Burnett as Princess Winnifred and initially had a short run. But just like their characters on stage, the cast had to fight to get the happy ending they wanted. When it came time to close, the cast launched a campaign to keep the show alive. After moving to several theaters, the show closed with a total run of 470 performances and two Tony Award nominations for Best Musical and Best Performance by a Leading Actress in a Musical.

This production of Mattress ran for two weeks from January 25 to February 4 at New York City Center as the opening show to kick off its Encores! Series, a set of concert-style revivals of Broadway shows that run for a limited time with minimal sets and star-studded ensembles.

In May, it was announced that the production would transfer to Broadway, thus beginning a hasty rehearsal schedule throughout the summer for the cast, which also include Brooks Ashmanskas as the wizard, Daniel Breaker as the jester, Will Chase as Sir Harry, Nikki Renee Daniels as Lady Larkin and David Patrick Kelly as King Sextimus the Silent.

Mattress director Lear deBessonet, who also serves as the Artistic Director of Encores!, maintained the stripped back elements of the City Center production, along with some of the cast, as the show transitioned to the Hudson Theater.

In other productions of Mattress, deBessonet said there is typically a huge castle and other set pieces that move on and off the stage. But for this production, she purposely directed it to have almost no transition moments so one scene flows right into the next, like a Shakespearean play.

"When moving the show to Broadway, we're very much looking to not adorn it too much," she told Newsweek. "We're trusting that the things that make it possible for an audience to have that level of feeling are, in part, connected to the simplicity."

But deBessonet did make some artistic choices to bring a fresh feel to this revival. For instance, she insisted there be no pastels in the color palette and that Lady Larkin must use a hot pink roller suitcase when she decides to run away from the castle.

Besides a few minimal pyrotechnics and sleight of hand magic from the Wizard there aren't many flashy elements in this production.

The real magic of this show, deBessonet said, is the people.

"It's the magic of being in a state of play and that is actually connected to the origins of how the show was written," she said.

Prince Dauntless (Michael Urie), center, sits between father King Sextimus (David Patrick Kelly) and Queen Aggravian (Ana Gasteyer) in Once Upon a Mattress. The show opened on Broadway August 12 at the Hudson Theater in... Prince Dauntless (Michael Urie), center, sits between father King Sextimus (David Patrick Kelly) and Queen Aggravian (Ana Gasteyer) in Once Upon a Mattress. The show opened on Broadway August 12 at the Hudson Theater in New York. Joan Marcus

For this production, deBessonet brought in Emmy-Award winning writer, director and producer Amy Sherman-Palladino of Gilmore Girls and The Marvelous Mrs. Maisel to take a pass at the script. She said this was a decision she and Sutton Foster, who worked with Sherman-Palladino on Bunheads, made in the early days at City Center.

"I believe Amy [Sherman-Palladino] is a genius," deBessonet said. "I'm a huge fan of her writing … her entire body of work is incredible. And her smarts and wit, particularly her writing for women, is just so unparallel to me."

For every line that makes you "fall over laughing" (and there are many), deBessonet said Sherman-Palladino could have written 50 other versions that would have been equally as funny.

Michael Urie told Newsweek that Sherman-Palladino is like Winnifred in many ways—someone who broke into Hollywood with a unique, singular voice and refused to ever change or compromise who she is.

"She's the secret sauce," Urie told Newsweek. "She has inspired all of us to make this version of the show our own from the delicate work she did. Her work, while profoundly funny, is not much of a derivative from the source material."

And Winnifred, herself, certainly shines with the brazen, quick-witted charm of a classic Sherman-Palladino heroine.

Winnifred not only delivers comedic lines, but from the moment she bursts into the kingdom, she leaps around the stage with bold physicality. As an actor, Foster said she loves how freeing it is to play a character who is full of "big swings."

"I have a seven-year-old daughter and what I love about Winnifred is that she's just so unapologetic," Foster said. "I want my daughter to see that and be inspired. I hope she can be like, 'I can have a big voice. I can take up space. I can be exactly who I am and be loved for it.' There's something really cool about that. She's not trying, she just is."

Princess Winnifred, played by Sutton Foster, sits atop twenty mattresses unable to fall asleep in the current production of Once Upon a Mattress, now playing at the Hudson Theater in New York, New York. Princess Winnifred, played by Sutton Foster, sits atop twenty mattresses unable to fall asleep in the current production of Once Upon a Mattress, now playing at the Hudson Theater in New York, New York. Joan Marcus

In this show, Winnifred is not what a typical princess looks like. And that's precisely the point.

She is a rough-around-the-edges princess that shakes up a cold, rigid kingdom with her unconventional personality, kindness and zest for life.

"Underneath all the high jinks and giggles and the light and virtuosity of the music and dancing, the heart of the story is about an outsider," director deBessonet said.

DeBessonet recently directed the Tony-nominated Into the Woods revival on Broadway that also started as an Encores! Production. Like Into the Woods, Mattress is based on a beloved fairy tale that audiences of all ages have heard or read in some form.

Both shows present familiar characters and tropes with a spin that reveals profound insights into the human experience.

"I am a big believer in fables and fairy tales as carriers of deeper, harder truths," deBessonet said. "There's a layer beneath all other layers touching on the fundamental human condition that invites us all to see ourselves in the show."

Winnifred inspires others around her to embrace their spirit and live their most authentic lives, most notably Prince Dauntless.

At the beginning of the show, the shy and meek Dauntless is not living up to his name. Stuck under the thumb of his controlling mother, the Queen, Dauntless must find a bride and, ultimately, become a man.

"I love a character that changes," Urie said. "You really get to see the evolution before your eyes."

As he falls in love with Winnifred, Dauntless slowly finds his voice—the key to standing up to his mother and breaking a terrible curse. Not only does Urie begin speaking with more confidence, but his physical journey tackling the stairs of the kingdom—going from a timid bear crawl to a self-assured saunter up the steps—highlights the arc of his growth.

On the stage, Winnifred's spunk is infectious. Once Upon a Mattress not only inspires the cast to play off each other's goofy spirit, it reminds the audience that it's ok to feel "shy" and laugh shamelessly.

"There's something deeply unapologetic about this show," Ana Gasteyer told Newsweek. "It's not cool, it's not subtle. It's a big, fat Broadway show. It's joyful."

Once Upon a Mattress is now playing at the Hudson Theater through November 30.

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