CAROL BURNETT AND TRACEY ULLMAN HEADLINE A STELLAR CAST IN THE WORLD PREMIERE OF ABC�S ORIGINAL MADE-FOR-TELEVISION MOVIE, �ONCE UPON A MATTRESS,� SET TO AIR SUNDAY, DECEMBER 18 AS A PRESENTATION OF THE �WONDERFUL WORLD OF DISNEY�

Denis O�Hare, Zooey Deschanel, Michael Boatman, Edward Hibbert, Matthew Morrison and Tom Smothers Are Also Featured in the Delightful Musical

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

The legendary Carol Burnett and Tracey Ullman � two �queens of comedy� and both six-time Emmy Award winners -- top a spectacular cast, also featuring 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 and Tony nominee Matthew Morrison (�The Light in the Piazza,� �Hairspray,� �Sex and the City�) and the irrepressible Tom Smothers, in the �Wonderful World of Disney� presentation of the delightful musical, �Once Upon a Mattress,� a world premiere, two-hour made-for-television movie, SUNDAY, DECEMBER 18 (7:00-9:00 p.m., ET), on the ABC Television Network.

In this whimsical, fractured telling of the classic fairytale, �The Princess and the Pea,� O�Hare (Broadway�s �Sweet Charity,� �Assassins�) plays Prince Dauntless, the handsome hero desperate to find a wife, who comes in the unlikely person of the lovable � and definitely not shy -- Princess Winnifred, as portrayed by Ms. Ullman (�The Corpse Bride,� �The Tracey Ullman Show,� �Tracey Takes On�.,� �Tracey Ullman in the Trailer Tales�). Ms. Deschanel (�The Hitchhiker�s Guide to the Galaxy,� �Almost Famous,� �The Good Girl�) plays 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 � A Naked Girl on the Appian Way,� �Footloose� and �Rocky Horror Show�). Boatman takes the part of King Sextimus� sidekick, the Jester, whose father was a performer as well. Hibbert plays the Wizard, the Queen�s confidant, and Smothers portrays King Sextimus, the benevolent but unfortunately mute ruler to Ms. Burnett�s conniving and loquacious Queen Aggravain.

Kathleen Marshall, who won the 2004 Tony Award for �Best Choreography� for her production of �Wonderful Town,� choreographed the film and makes 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 renowned Bob Mackie, a seven-time Emmy Award winner and three-time Academy Award nominee, designed Ms. Burnett�s dazzling costumes and head pieces.

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�) wrote 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.

A TV parental guideline will be assigned closer to airdate.