CASTING IS COMPLETED AND PRODUCTION IS SET TO BEGIN ON "ONCE UPON A MATTRESS"

Carol Burnett and Tracey Ullman Headline a Spectacular Cast that Includes Denis O'Hare, Zooey Deschanel, Michael Boatman, Edward Hibbert, Matthew Morrison and Tom Smothers

Tony Award-Winner Kathleen Marshall Will Choreograph And Make Her Debut as Screen Director

Tony Award-winner Denis O'Hare (Broadway's "Take Me Out"), "Elf" star Zooey Deschanel, "Spin City" and "Arli$$" star Michael Boatman, "Frasier's" Edward Hibbert, Broadway heartthrob Matthew Morrison ("Hairspray," "Sex and the City") and the irrepressible Tom Smothers will join a stellar cast headlined by the legendary Carol Burnett and Tracey Ullman in the delightful musical, "Once Upon a Mattress," a two-hour made-for-television movie to air as a special presentation of "The Wonderful World of Disney." The whimsical, fractured telling of the classic fairytale, "The Princess and the Pea," is currently in rehearsals and will start production in Vancouver in mid-September. "Once Upon a Mattress" will air on the ABC Television Network during the 2004-05 season.

O'Hare (Broadway's "Assassins") will play Prince Dauntless, the handsome hero desperate to find a wife -- who comes in the unlikely person of Princess Winnifred, as portrayed by Ms. Ullman (five-time Emmy-nominated "Tracey Ullman in the Trailer Tales"). Ms. Deschanel ("Almost Famous," "The Good Girl") will play Lady Larken, one of the beautiful ladies of the court frantic to marry Sir Harry, a powerful and influential knight portrayed by Morrison (Broadway's "Footloose" and "Rocky Horror Show"). Boatman will take the part of King Sextimus' sidekick, the Jester, whose father was a performer as well. Hibbert will play the Wizard, the Queen's confidant, and Smothers will portray King Sextimus, the benevolent but, unfortunately, mute ruler to Ms. Burnett's conniving and loquacious Queen Aggravain.

Kathleen Marshall, who just won the Tony Award for "Best Choreography" for her production of "Wonderful Town," will choreograph and make her debut as a director for the screen with "Mattress." Ms. Marshall was nominated for an Emmy Award for her choreography for ABC's 2003 "The Wonderful World of Disney" production of "Meredith Willson's The Music Man."

The captivating tale takes place in a small kingdom long ago, as Prince Dauntless (O'Hare) is searching for a bride. Dozens of women have been tested and rejected as unsuitable by his mother, Queen Aggravain (Ms. Burnett), the dominating force in the land, who insists that her son must marry a "true princess." The lords and ladies of the court are distressed since the marriage law states that "no one may wed until Dauntless shares his marriage bed."

Lady Larken (Ms. Deschanel) and Sir Harry (Morrison) are among the most upset, as Larken reveals that she is "expecting" and urges Harry to embark on a search beyond the kingdom for a princess for Dauntless. Reluctantly the Queen gives her permission, and Harry returns three week later with Princess Winnifred, who arrives soaking wet, having just swum the moat in her eagerness to meet Dauntless. The Queen is totally appalled and conspires with the Wizard (Hibbert) to cook up a test for "sensitivity" to get rid of Winnifred. What about a tiny pea under 20 mattresses? And, to insure her success, Aggravain will give her a soothing sleeping potion and throw a fantastic ball where the latest dance rage, The Spanish Panic, should totally exhaust the moat-swimming princess.

Meanwhile, Winnifred and Dauntless get to know one another and she promises him that, once she passes the Queen's test, she will try to undo the curse that has befallen the King, by which he is condemned to remain mute until "the mouse devours the hawk."

At the ball the Queen's plans go awry: Winnifred isn't the least bit tired and, while she and Dauntless try to figure out what the test will be, he becomes more enamored of her. She even lets him call her by her nickname, "Fred." Could it be he has found his one true love?

As the Queen continues to scheme, the Jester (Boatman) and Minstrel attempt to learn what kind of test the Wizard will have. Finally Winnifred tumbles into bed -- but will she sleep and get her happily ever after?

Ms Burnett made the role of Princess Winnifred famous in 1959 when the play premiered off-Broadway. She took the role to a smash run on Broadway, making her debut on "The Great White Way" in "Once Upon a Mattress." She later starred as Winnifred in 1964 and 1972 in two television productions of the musical. The part became one of the renowned actress' signature roles.

Marc E. Platt ("Legally Blonde," "Legally Blonde 2: Red, White & Blonde," Broadway smash, "Wicked"), Ms. Burnett and Marty Tudor, ("Carol Burnett Show: Let's Bump Up the Lights," "Getting Personal.") are the executive producers. Janet Brownell ("Eloise at the Plaza," "Gilda Radner: It's Always Something") has written the teleplay, based on the original book by Jay Thompson, Dean Fuller and Martin Barer. Music is by Mary Rogers, with lyrics by Marshall Barer. "Once Upon a Mattress" is a production of Mattress Productions, Ltd. in association with Touchstone Television.