BARNARD – Over the years, the crew at BarnArts Center for the Arts has staged spooky-themed musicals for the fall season. Past choices have included “The Addams Family” and Mel Brooks’ “Young Frankenstein.” 

But the list of haunted musicals is only so long, and this year Executive Director Linda Treash decided to sidestep the theme. 

“Once Upon a Mattress,” playing at Barnard Town Hall starting Friday, Nov. 6, isn’t spooky per se, but the musical comedy does offer a pretty goofy take on Hans Christian Andersen’s children’s story, “The Princess and the Pea.”   

“It’s like a fairytale spoof in the spirit of ‘Spamalot’ or ‘The Princess Bride,’” Treash said in a Monday interview. 

Indeed, the inhabitants of the play’s medieval kingdom must obey a confounding royal decree: no one may marry until the timid Prince Dauntless does. Many a princess has tried to win the prince’s hand, but the controlling Queen Aggravain always ensures they fail her tests. 

This forced purgatory is particularly exasperating for Sir Harry and his girlfriend, Lady Larken, once the couple discovers she’s pregnant.  

Desperate to tie the knot, Sir Harry sets off in search of a wife for the prince. 

The candidate he finds is the brash and athletic Princess Winnifred, who calls herself Fred. 

She’s so eager to arrive at the castle that she swims its wide moat to get there sooner. 

Jill Clough rehearses as Princess Winnifred in BarnArts’ performance of “Once Upon a Mattress.” (Courtesy photo)

Raised in the swamp, Fred is hardly the picture of a conventional princess, but it’s her unbridled strength that captures that heart of gentle Dauntless; the two are a study in the adage “opposites attract.” But charming Dauntless’ mother, as the audience will discover, is not so easy. 

Premiering on Broadway in 1959, the musical “seems like such a modern switch of gender roles, given when it was written,” said Treash, who will direct the upcoming show. 

The BarnArts crew has made some updates to the script, namely having the mute King Sextimus chase imaginary creatures instead of women. 

Though lesser-known than its source material (Treash herself was unfamiliar with the play until she started researching it for BarnArts), “Once Upon a Mattress” has seen its fair share of stars in the role of Fred. 

Carol Burnett inhabited the character in the play’s original run, while Sarah Jessica Parker played Fred in the Broadway revival in 1996, two years before she’d debut Carrie Bradshaw on “Sex and the City.” 

Most recently, two-time Tony Award winner Sutton Foster performed as Fred on Broadway in 2024. 

BarnArts’ Fred will be played by Jill Clough, a board member who performed in “Young Frankenstein” two years ago. 

Clough brought “the most humor and fun” to her audition, Treash said. “She’s very willing to be a kind of gritty funny.” 

Evan Landon, meanwhile, brings the requisite innocence needed for the part of Dauntless, Treash said. 

BarnArts’ productions often see a high number of returning actors, and “Once Upon a Mattress” is no exception. Shu-nan Chu, who performed in “The Art of Dining” last spring, will play King Sextimus, and longtime BarnArts actor and director Killian White will inhabit Lady Larken. Sir Harry, meanwhile, will be played by Albert Falcone, who was Captain Georg von Trapp in last year’s “The Sound of Music.” 

Princess Winifred and Prince Dauntless and their Ladies and Knights. (Courtesy photo)

Music Director Parker Eastman and an orchestra of about a half dozen musicians will bring to life the peppy score from Mary Rodgers (daughter of Richard Rodgers, of Rodgers and Hammerstein), while Lauren McKeon will handle the choreography. 

New to BarnArts, McKeon, a theater teacher at Randolph High School, created the dances with an eye for detail. “She pushes our actors in a new way,” Treash said. 

“Once Upon a Mattress” will be staged in the round — with the audience surrounding the stage — as “The Addams Family” was in 2022, to give the choreography space to shine. The actors will move among simple sets with space for the throne and, of course, Fred’s tall stack of mattresses. 

About 6 feet tall, the tower comprises a number of box springs, with a couple of mattresses on top. It’s enough to make Clough comfortable, but whether her character will sleep through the night remains to be seen. 

BarnArts’ production of “Once Upon a Mattress” runs from Nov. 6 through Nov. 15 at Barnard Town Hall. For tickets ($18-$25), go to barnarts.org.