Once Upon a Mattress is a 2005 made-for-television musical comedy film directed by Kathleen Marshall. The teleplay by Janet Brownell is based on the 1959 musical of the same name, which in turn was based on the 1835 fairytale The Princess and the Pea by Hans Christian Andersen. It had previously been made into a TV movie in 1972, but with Carol Burnett in her original stage role of Princess Winnifred - she is Queen Aggravain in this 2005 version. It stars Burnett, Denis O'Hare, and Tracey Ullman and features Tom Smothers, Matthew Morrison, Edward Hibbert, Michael Boatman, and Zooey Deschanel. This 2nd version aired on December 18, 2005 on ABC as the eighth episode of the forty-seventh season of The Wonderful World of Disney and is the last original television movie from that series. It received moderate to positive reviews and was nominated for two Primetime Emmy Awards.