Once Upon a Mattress

The movie begins with a present-day scene at the Magic Kingdom where a little girl asks Disney Princesses about Princess Winnifred. Carol Burnett begins to tell her an elaborate story about a magical kingdom and its royal challenges.

A chorus introduces the kingdom's unusual rule that no one can marry until Prince Dauntless does. Queen Aggravain sets high standards for his bride, believing only a genuine princess is suitable for her son. This sets the stage for the courtship challenge.

Prince Dauntless questions his mother about her interference in his marriage prospects, suspecting she is sabotaging his matches. Queen Aggravain denies this, maintaining strict control over his future wife choices.

Lady Larken finds out she is pregnant and confides in Sir Harry, captain of the guard. They realize they need to find a suitable bride for Dauntless so they can marry and prevent Larken from being banished.

After weeks of searching, Harry brings back Winnifred, a swamp princess who arrives swimming across the castle moat. Although Queen Aggravain is displeased, Dauntless instantly falls in love with her.

Winnifred is taken to get dry and prepared for a test set by Queen Aggravain to prove her princess qualities. The test involves feeling a pea under twenty mattresses, designed to assess her sensitivity as a potential genuine princess.

The court secretly stacks twenty mattresses with a tiny pea underneath to set Winnifred up to fail. Meanwhile, Aggravain discusses plans with the Wizard to exhaust Winnifred during a tiring dance at the upcoming ball.

During the ball, Winnifred survives a grueling Spanish Panic dance, even suggesting they dance again. Her resilience impresses Dauntless, and he openly declares his love for her in front of the court.

Lady Larken finds Harry and Winnifred’s plans to cheat the test and helps her. Meanwhile, Aggravain and the Wizard secretly place a pea under the mattresses, believing Winnifred will fail while Sextimus secretly learns of their scheme.

Winnifred is given opium and lullabies to help her sleep but remains disturbed by an unknown lump in her bed, which she searches for and rips open the mattresses to find no cause. She counts sheep to fall asleep.

The next morning, Winnifred counts thousands of sheep and claims she never closed her eyes. Dauntless declares she has passed, but Queen Aggravain tries to prevent their marriage with excuses. Prince Dauntless finally stands up to his mother and silences her.

It is revealed that the curse was on Queen Aggravain, not the princess, and King Sextimus regains the power of speech and rules again. Lady Larken and Harry announce their wedding, and Winnifred is finally recognized as a true princess.

Dauntless and Winnifred sleep peacefully after removing the pea, signaling their happiness. The court celebrates the union, and the curse’s true nature is uncovered, allowing the couple to live happily ever after.