"Once Upon a Mattress" is a delightful musical. It is, however not big enough to be made into a film, so a television version would be a perfect solution. In fact, it was the perfect solution in two earlier versions, both of which starred Carol Burnett, who created the role of Princess Winnifred in the original Off-Broadway and Broadway productions. however, both of those versions were abridged and differed from the script slightly, so the third version would have been the perfect opportunity to remain faithful to the stage script,

this is sadly one of the films shortcomings. A substantial amount of the score is dropped, not to mention some curious script alterations, such as lady larkin being sent to the dungeon, and the character of the minstrel is dropped.

On top of that, the cast is a mixed blessing. Carol Burnett is delightful, using her trademark comedy to the best of her abilities, beautifully hamming it up. taking on Burnett's role is Tracy Ullman ("Hairspray"'s Marissa Jaret Winokour was originally considered, but she turned it down). On the whole, Ullman is a good choice for the role, charming but still not an obvious bride for a prince. Ullman's comedy is adept and her singing is good, but on the whole one can't help but think she is a but mature for the role. The same goes for Dennis O'Hare as Prince Dauntless, his over the top performance somewhat schticky. Matthew Morrison is charming as sir harry, and Zooey Deschanel is appealing as Lady Larkin, even if she is a bit too contemporary for the role.

Still, after ABC's wonderful remakes of "Bye Bye Birdie" and "Annie", one can't help but feel that they could have done better.

While watching ONCE UPON A MATTRESS and seeing Carol Burnett as Queen Aggravain, I immediately realized that she must have played Princess Winnifred in the original version of the show in the '60s. This became all too clear when I saw that Tracey Ullman's daffy princess was lacking a certain spark that Burnett would have given to the part--plus she was a little too mature for the role to begin with.

Denis O'Hare seemed another case of miscasting as Prince Dauntless, a role could easily have been played by Matthew Morrison, who instead was saddled with a boring secondary role.

But despite these misgivings, there's much to like about this rowdy version of the tale, vibrant with colorful sets and costumes (particularly Burnett's jeweled outfits) and some witty lines that are tossed about by a capable cast.

But there's always the feeling that something isn't right--and not being able to compare this version with the original I can't say what it is but I see from other reviews that much of the original material was altered or deleted entirely. Perhaps this is why there's a feeling that it could have been so much better.

Summing up: For Carol Burnett fans, it's a delicious chance to watch her play broad comedy with such finesse. She never misses an opportunity to ham it up but keeps it from being too over-the-top to be enjoyable. And while the choreography could have been more inventive, Tracey Ullman gives all of her energy to some of the dance routines with some very funny results.

Unfortunately, Tom Smothers is wasted in the role of the mute King Sextimus. But all in all, it's a fun version of a fractured fairy-tale, based on "The Princess and the Pea."