Once Upon a Mattress is a musical comedy with music by Mary Rodgers, lyrics by Marshall Barer, and book by Jay Thompson, Dean Fuller, and Marshall Barer. The musical story of THE PRINCESS AND THE PEA, this television adaption of the 1959 Broadway hit was videotaped in black and white in front of a live audience and featured Burnett, Bova, Gilford, and White from the original Broadway cast, as well as new principals Bill Hayes as the Minstrel, Shani Wallis as Lady Larken and Elliott Gould (in his first appearance on any screen) as the Jester. Due to the reduced running time of 90 minutes, several songs and scenes were either cut or shortened. The conflict concerning Sir Harry and Lady Larkin was downplayed so that they were married in secret.