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Once Upon a Mattress exists under the longest of long shadows. The lead role of Princess Winnifred was, in 1959, the breakthrough for Carol Burnett, and who on earth wants to invite comparison to her? Although the show is staged all the time at the drama-club level — because it’s funny and goofy, colorful and slapsticky, with a fairy-tale story and a solid number of parts to distribute among the 11th-graders — it’s not so often produced in big, professional settings. That may also be because, the frothiness of the story notwithstanding, Winnifred is actually a pretty tough role to handle.

The show’s composer, Mary Rodgers, in the wonderful memoir she co-wrote with Jesse Green, had this to say: It’s a very hard part to cast. You need a real clown with a great voice, someone with a huge personality but immediately likable, and there aren’t many performers like that. Only once since the original production has it come to Broadway, with Sarah Jessica Parker in 1996, and she wasn’t quite right for it.



Burnett would belt and honk and sling herself around the stage, playing Winnifred too loud and too broad and therefore exactly right; Parker, regardless of her comedy skills, is not the same kind of physically robust, almost circusy performer, and that revealed the show’s weaknesses. And those weaknesses are real: It’s silly, with a 1950s battle-of-the-sexes cheekiness, which is fun but maybe not 150 minutes’ worth of fun, and a mother-and-son plot that I suspect sprang from the Freudian analysis that was fashionable in New York back then. Plus, the climax and payoff are packed into the very end of the second act and feel a little rushed.

It’s a slight show, in other words, though one that can be brought home by a couple of killer performances, especially in the part of Winnifred. Which brings us to Sutton Foster, whose chops are the justification on which this production hangs, at least commercially. And she’s good.

I’d guess from her performance that she closely studied videos of Burnett in the role, and she has grasped that overdoing it is the key to this show. So she mugs and leans in and leans out and does a funny little loose waggle with her hips between lines. (Her costumes also accommodate a bunch of stagecraft tricks that I won’t spoil.

) She is not quite the whooping-and-bellowing presence that’s the Burnettian ideal of Winnifred — Foster is, as a performer, a little more eager and ingratiating than she is devil-may-care. Burnett as a comic often seemed to be leaping and then looking, like Wile E. Coyote going off the end of the cliff; Foster sometimes seems to steal a peek first.

But most of what makes this role is simply going as big as you can, and she does. Only in her climactic scene in the second act — the princess, atop 20 mattresses, has to toss and turn for minutes on end, drawing out every possible chuckle with pure clowning — does it go on for a beat too long, and you can hear the laughs start to thin out before the end of the scene. By then, you’ve likely been won over, particularly by her delivery of “Shy,” the song that does a lot of work midway through the first act.

Foster isn’t the only one running with the throttle wide open. Ana Gasteyer as her mother, Queen Aggravain, summons a plummy mean-monarch voice and delivers excellent eye rolls. Michael Urie plays Prince Dauntless as a slightly dim, slightly fey, entirely winning sweetie.

The Wizard and the Jester, played by a couple of pros (Brooks Ashmanskas and Daniel Breaker), and the mostly silent king (David Patrick Kelly, who was a joy in Into the Woods a couple of years ago) would, if surrounded by weaker co-stars, all be relentlessly stealing scenes. Instead, it’s balanced, strength on strength. This production comes to the Hudson Theatre via the Encores! series of short-run revivals at City Center, where it played over the winter.

(My colleague Jackson McHenry reviewed it there .) Like most productions that originate at Encores!, it’s rather thinly staged, which does it no harm. (Apparently, the original was itself an inexpensive production, as are virtually all those school-assembly versions, so why not?) Flat banners serve as the principal set dressing, and the orchestra is on a dais behind the performers with a couple of steps down to the stage.

Those stairs figure in a gag that Urie, as the doofus prince, continually returns to. It’s roughly the same treatment that presented Into the Woods so well , directed, like this one, by Lear deBessonet. Her resourcefulness is a useful demonstration of how to save a buck without sacrificing a thing.

Being that the original book shows its age (as is true of many midcentury musicals), Amy Sherman-Palladino has done some rewriting for this production, and I admit that I went in wondering whether that would work. The crisp patter that works so well in the mouths of Rory and Lorelai Gilmore, I thought, might land the way it does when a middle-aged English teacher tries to describe Iago as “sus.” As it turns out, I had it backward.

The show’s fluffy antics and the sorta-kinda-joke-medieval setting turn out to accommodate her quippiness perfectly, and some of the new lines really recharge a scene. Here’s a snippet from the original: LARKEN: I felt faint, that was all. I was sitting in my room .

.. sewing .

.. and it got a little stuffy, so I just decided to come out here and get some air.

JESTER: I see you were planning to camp out for a while. It would slip by with minimal notice. Whereas in the rewrite, it’s LARKEN: Hurry? Me? No, I was just sitting in my room .

.. scrapbooking .

.. and it got a little stuffy, with the glue — so I just decided to come out here and get some air.

JESTER: With everything you own? LARKEN: I have trust issues. Scrapbooking (a much funnier word with not one but two k sounds ) gets a big laugh and then so do glue and trust issues . This exchange, containing as it does so much phrasing from the present day, may not hold up in another revival 60-odd years from now, but it absolutely works today.

Which is, frankly, a lot of what a revival like this is about. You stage it because, in this moment, Sutton Foster exists and can pull off Winnifred — with an endorsement from the grande dame, now 91, herself . You also stage it because, if you’re lucky, thousands upon thousands of theatergoers will say, “I was in that show in high school,” and they might buy tickets to see as well wrought a version as can be done.

Which, given the limitations of the show itself, this one may well be..

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