They say you never forget your first time and one of the first shows I ever saw was “Once Upon a Mattress” starring comedienne Carol Burnett. It was unforgettable! Incomparable! For me, it was a wonderful introduction and the beginning of a lifelong love for theater.

Now years later, after a successful run at New York City Center Encores! the revival directed by Lear deBessonet, has come bounding into the Hudson Theater for a limited run.

The musical is ‘one version’ of Hans Christian Andersen’s classic “The Princess and the Pea.” Here the domineering Queen Aggravain, played in loud octaves by Ana Gestayer, is determined to retain control over the kingdom, especially since her husband King Sextimus the Silent (David Patrick Kelly) has been cursed to remain mute until the curse is broken. He can only act out what he wants to communicate and the “Man to Man Talk” he has with his son is adorable.

She infantilizes her son, Prince Dauntless (Michael Urie,) keeping him from marrying by claiming he must marry a pure princess. She creates near-impossible tasks for the eligible princesses. Although Dauntless is eager to marry, it seems unlikely until Winifred arrives. The antithesis of the storybook princess, Fred, as she likes to be called, is in no way ladylike or demure. In fact, she’s outspoken and wacky and immediately wins the Prince’s heart with her announcement that she swam the moat.

The Queen and her Wizard, the always delightful though underused Brook Ashmanskas, create a test of sensitivity, since, naturally, a true princess is more sensitive than other women. The Queen arranges to tire Fred out to get her to sleep soundly and then places a pea under twenty mattresses. Will the Princess pass the test and feel the tiny pea?

Sutton Foster plays Princess Winnifred, channeling Burnett, even paying homage with a Tarzan call. She is a dynamo. Foster is reminiscent of Lucille Ball, engaging in slapstick and physicality and literally able to get down and dirty, much to the delight of the audience. She is like a female Gumby, lithe and limber, contorting into remarkable poses. As Dauntless, Urie is naive and childlike and a gentle companion for Fred. He and Foster work beautifully together. The audience shares his admiration at Fred’s spunk.

Often musicals have the comic love story as a secondary one but in “...Mattress,” it is the humorous pair that commands our attention. When Fred sings “I’m Shy” or Dauntless sings his “song of Love” in praise of Fred, the action is in contrast with the words, creating laughter and making the pair even more lovable.

The second love story is of Lady Larkin (Nikki Renee Daniels) and Sir Harry (Will Chase,) a courageous though dimwitted knight. When she reveals she is pregnant, they wish to marry but can’t because no one can marry until Dauntless does. It is Harry who brings Fred back to the kingdom. Both performers are talented and sing well but their story and especially their number in Act II slows the show down.

The Jester (Daniel Breaker) introduces the show as he gives the audience a quick synopsis, but later in the second act, he reminisces about his father. That number throws off the mood and feels out of place and could easily have been trimmed.

With music by Mary Rodgers and lyrics by Marshall Barer, the score stays with you long after the show has ended. The book by Barer, Jay Thompson and Dean Fuller has been adapted by Amy Sherman Palladino.
The production is colorful and has a storybook feel. (Costume design by Andrea Hood and Scenic Design by David Zinn.) The dancing is highly energetic, especially the “Spanish Panic,” the dance that the Queen hopes will tire Fred out. (Choreography by Lorin Latarro)

The show is lively and silly enough for all ages but it takes on a special spark with Foster on stage. Kids can relate to her when she spits out food and gets all dirty. Her comic bits are hysterical and she seems to be channeling her three year old self and we all love it.

Despite some subtle grown-up inferences, the show is wonderful for children. Years from now, many of the youngsters in the audience will recall the show and Sutton Foster and say It was Unforgettable! She was Incomparable! You always remember your first show, especially when it is so much fun.