Very very predictable, including the post credit scene !!!

best movie i've ever seen.

A great movie, one of the best of this year. There was a bit of confusion at one point in the plot, but nothing serious.

True to its essence, the characters remain on the same line and manage to entertain the viewer, each highlighting their own distinctive qualities or touches.

Of the TV versions of Broadway musicals they've made since 1992's "Gypsy", only "Once Upon a Mattress" had never been done as a film before, only as two television specials. Both starred Carol Burnet as Princess Winifred (nickname, "Fred"), Here (still top billed), she's cast as the domineering queen who is scheming to keep her son from getting married. Along comes swamp princess Winifred who is so determined to get into the castle that she swims the moat. The queen instantly is determined to prevent Prince Dauntless from marrying her so she schemes to come up with the ultimate way for Winifred to fail the test which determines if she is worthy or not.If you have been lucky enough to have seen the TV versions or any stage production of it (including a 1996 Broadway revival), you are already familiar with the many fractured fairy tale elements of the narrative. This is not your typical classic Disney tale, nor is it thought-provoking like Stephen Sondheim's "Into the Woods". Burnett is deliciously wicked, dressed out in gowns and head dresses designed by her old pal Bob Mackie. This feels like a full-length version of one of her TV show's musical spoofs, minus her cast of regulars. As Winifred, Tracy Ullman is very funny although she may not have been my first choice because of her age, but she is musically pleasant, and blasts "Shy" to the gills.Denis O'Hare as Prince Dauntless is appropriately shy and geeky, while Tom Smothers as the silent king does what he can with a rather thankless part. He lacks the facial expressions that Jack Gilford hysterically brought to the role that requires a lot of pantomime. Zooey Deschanel and Matthew Morrison are fine as the secondary romantic couple, but they are overshadowed by the more comical leads. Michael Boatman is amusing as the court jester, while Edward Hibbert is appropriately nebbish as the Wizard, who acts as the Queen's "Yes Man".The score is a lot of fun, most remembered for "Shy", but also contains such delights as "I'm in love with a girl named Fred", and "Happily Ever After", a great showcase for Ullman. While this production isn't technically as lavish as the most recent TV "Cinderella", or as memorable as "Gypsy" and "Annie" (also remade for TV), it still holds up as one of the better recent TV musicals. With Burnett having been crowned Queen here after having swam the moat two previous times, it's an important record of a show that might not be one of the all-time great shows, but it's a true crowd pleaser. Now if someone would get the other two versions out on DVD, as well as the early Julie & Carol specials.

all the people who have seen this movie thought Zooey Deschanel who plays Lady Larken was terrible but i thought she was OK She sings in a cabaret called "If all stars were pretty babies" so she has a jazz type of voice so people lay off the rude remarks! But MATTHEW MORRISON WAS AMAZING!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!! he is so gorgeous! and Denis o'hare disgusted me on how he acts like a little kid and even how he sings is like hearing nails on a chalkboard! Tracey Ullman was better than expected but she doesn't knock your socks off and carol Burnett is never bad! she always does a amazing job! and Micheal boatman who plays the Jester is hilarious! I give this movie one thumb up but its worth watching!

Mattress is a great show... for those 16 or older. Like most Warner "Looney Tunes" it was never intended for children! Now, if you take that very premise, and try to make it palatable for the Christain set between our 2 mountain ranges, you kill the very premise for the show in the first place! The original plot revolves around, and is propelled by a pre-marital pregnancy, an Oedipal relationship, a woman-chasing father, and typical court intrigue. These are now, essentially all gone and with them went the engine that drives the show. That said, the actors here were all fine, and generally well cast (although I'd have gone with Marcel Marceau or the brilliant Bill Irwin for the King, even though Tommy Smothers was still great) and all the leads made the very wise choice of going with their own strengths as opposed to trying to out do the originals. Tracey Ullman was great as her own Winnifred, and Burnett created her own Queen, knowing that, like her own Winnifred of 1959, Jane White's original Queen is absolutely not copyable! The "dated" musical sound of the original was marvelously updated for today. All of which underscored the terrible rewriting of the book, and the stodgy direction accompanying it. Why take 5 minutes of droopy dialog to establish what "Opening For A Princess" did musically in 2? Where did that useless dungeon scene come from? "The Queen Has Ordered Quiet" and "Very Soft Shoes"" would have fit much better in the same amount of time. "Mattress" is a fully loaded freight train racing down a steep mountain grade, barely staying on the tracks, whistle and bells going all the way. Anything less (like the recent Broadway revival too) just falls flat. I wish they'd either re-release the 1964 B&W version, or someone please do a shot-by-shot remake, as it was written! No, Hollywood, you don't know better than the original Broadway writers and, no Disney, you don't know real comedy. You know "cute, innocent and humorous," but that's a long way from comedy! Please stop remaking Broadway musical comedies. Let someone else do it, please!

I remember the TV presentation of Once Upon a Mattress in which Carol Burnett was Princess Winifred, and loved it. I also loved Tracey Ullman when she had her innovative show on Fox years ago. There is a magic about her making her really the only choice for a role Carol Burnett owns.It is really perfection to have Prince Dauntless and Princess Winifred middle aged, or at least beyond their first bloom of youth. The plight of the prince seeking a wife is more poignant thinking of him waiting for 10 or 20 years for his mom to approve of a wife for him. Only thing is, Carol Burnett looks too young to have such an old son! It was so nice to have a reprise of the show. Somehow I remember the original as having more songs, at least more something. I wish they would make the original available either on TV or on DVD.