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In a small kingdom in medieval times, Prince Dauntless is looking for a bride. A dozen girls have already been tested and rejected as unsuitable by his mother, the talkative Queen Aggravain, who dominates the kingdom and her mute husband, King Sextimus. The marriage law of the land states "no one may wed until Dauntless shares his marriage bed" and the lords and ladies of the court are distressed. There is definitely An Opening for a Princess here.

   Chief among the distressed are Lady Larken and Sir Harry, who, it seems, are soon going to have a new arrival whether they are married or not. Though Larken offers to go away so the birth of their child won't spoil Harry's chance to become Prime Minister, Harry won't hear of such a thing. Everything will be all right In a Little While, just as soon as the right princess shows up.

   The Prince hopes that will be soon too, as he's eager to get married, he tells the Queen, though he sometimes has the feeling she doesn't want him to marry. How can he be so ridiculous, the Queen asks, and she's off an running on one of her interminable monologues, explaining in detail her exact feelings. She's only doing all this for her son's own good, because she wants him to wed a true princess. Someone like herself, when she was younger, of course. If only she were younger....

   The Queen is interrupted by Sir Harry, who offers to embark on a search for a princess. After all, they've exhausted all the possibilities in the kingdom. There's no one left but their little sisters and it'll take years for them to grow up!

   Reluctant to grant Harry's request, the Queen finally gives in to Dauntless' pleading and gives her permission for the knight to begin his quest.

   Three weeks later Harry returns with a princess, but no was expecting. It's Princess Winnifred, who arrives dripping wet. She was so anxious to fill the opening for a princess that she swam the castle's moat instead of waiting for the drawbridge to be lowered! and even though she's "actually, terribly, timid and horribly shy," she can hardly bear to wait to discover who her prince will be.

   The Queen is appalled by Princess Winnifred's behavior. Her son absolutely won't marry "any moat-swimmer" like this, not while there's still a breath left in her body!

   Though Winnifred is prepared to leave this "nut house" after the won't marry any "moat-swimmer" like this, not while there's still a breath left in her body!

   Hmmmmmm. Yes, maybe a test for Sensitivity, that might work, but just what kind of a test should it be, the Queen wonders. She calls on her Wizard for help but before he can come up with an idea the Queen has decided that under 20 soft, downy mattresses she will place a tiny pea. "Any genuine princess would feel it," and if 20 mattresses aren't enough to insure Princess Winnifred a good night's sleep, the Queen will see that she's given a soothing sedative to help her.

   Meanwhile, Winnifred and Dauntless are getting to know one another. The Princess has also impressed the King, who, Winnifred learns is under a curse. He will remain mute until "the mouse devours the hawk," whatever that means. They've already tried using a big mouse and a little hawk, but the mouse ran away and the hawk bit the King! Not to worry, Winnifred reassure them, once her test is out of the way she'll figure something out. Right now she has other things on her mind, like the strangeness of her new surroundings, which are so...dry, certainly not like The Swamps of Home.

   Larken mistakes Princess Winnifred for a chambermaid and has a minor fight with Harry, whom she blames for her error. Harry doesn't understand how Larken could mistake the Princess for a chambermaid, but then Larken doesn't understand how Harry could mistake "that chambermaid for a Princess." They part, bitterly.

   The Queen is still concerned that her test may be too easy. Let's see, maybe it would be a good idea to have a ball first. They can make "what's-her-name" dance till she drops. The Queen has heard that the new dance that's all the rage, The Spanish Panic, is absolutely exhausting!

   Later that evening, Larken is running away because of her fight with Harry, but she's intercepted by the Minstrel and the Jester who try to dissuade her. But Larken has made up her mind, she's prepared to leave all by herself and the Jester--who want Larken and Harry to get back together again--have described the terrors lurking on the other side of the castle walls. On second thought, maybe Larken will let the Minstrel guide her to Normandy, it sounds so delightful as he describes its joys.

   At the ball things aren't going exactly as the Queen had planned. Winnifred has danced every dance so far, but she isn't the least bit tired. Actually, she's more interested in the upcoming test, and she tries to get Dauntless to give her some clues as to what might lie in store for her. Well, sometimes it's a test of spelling, sometimes a test of strength and endurance... Now that's something Winnifred can relate to , and she picks up a weight even he couldn't lift!

   Dauntless is further impressed, the pair becoming even friendlier when Winnifred tells him that he can call her by her nickname, Fred. Why Fred can do almost anything, which she proceeds to prove (Song of Love). Anything except drink, that is, and she passes out after a few too many rounds of congratulatory goblets of wine.

   Setting up her test, the Queen demands the castle remain Quiet while it is in progress. When she discovers that Larken, in disguise, intends to run away, the Queen reminds Larken that she is still one of her ladies-in-waiting and orders her to "Get above stairs where you belong and prepare what's-her-, Dauntless is trying to coach the Princess for whatever her test may be when Larken arrives, still in her runaway disguise. Winnifred doesn't quite understand what's going on, but it must have something to do with something Larken's done to Harry! He's a wonderful boy, and Larken should go to him at once and apologize. Realizing she really does love Harry, Larken agrees, telling Winnifred that if her baby is a girl, she'll name it Fred in the Princess' honor!

   Alone, Winnifred continues studying for her test by reading the story of Prince Waldere, which of course ends with a Happily Ever After, She wonders if she will ever have one, too.

   The Minstrel and the Jester are attempting to find out what kind of test the Queen has planned for Winnifred. The King wants to help, but the Jester points out that now that Dauntless is getting married perhaps the King should have a little Man-to-Man Talk with his son. But when he does, it turns out that the Prince is not as dense as everyone believes him to be.

   Meanwhile, the Minstrel and the Jester beard the Wizard in his chamber, the Minstrel recognizing him as Cardamon the Great, a magician he remembers from a performance he saw when he was a small boy, the greatest performer he can remember seeing. Flattered, the Wizard appears willing to take the Minstrel into his confidence, as the Jester reminisces about the act his father used to do in his Very Soft Shoes.

   Larken has indeed apologized to Harry, and things are looking up for the pair once again (Yesterday I Loved You); but not if the Queen has her way with The Test! She's had the 20 mattresses set up, but just in case Winnifred has trouble falling asleep she's brought the Wizard's hypnotic mirror, the sleeping potion and the Nightingale of Samarkand to sing the Princess to sleep. But Winnifred not only has a little trouble getting into her very hgh bed, she has trouble staying on it once she's there! And she's definitely having trouble getting comfy, even with her feathered friend's Lullaby.

   All right, she'll start over again. Off the bed, bid everyone goodnight, then back on top of those 20 downy mattresses. But it's no use. Bring on the sheep! And she begins to count...

   The next morning the Queen is certain her test has succeeded. How could anyone possibly pass the test? In fact, she's already gloating over her success when Winnifred arrives on the scene...still counting sheep! She hasn't slept a wink all night! That bed should be moved to the torture chamber!

   Dauntless is delighted! Fred has passed the test after all and now he can be married--and so can Lady Larken and Sir Harry!

   But the Queen doesn't give in quite so easily and begins haranguing Dauntless about his choice of a wife. Dauntless has finally had enough and he shouts at his mother to SHUT UP! It's happened at last--the mouse has finally devoured the hawk. The spell is broken, and now it's the Queen who can't speak and the King's voice is back at last!

   Winnifred is exhausted. She really needs to get some sleep, and now we see that it wasn't really that tiny pea that kept her awake all night, as her subjects remove the Minstrel's lute, a helmet and other spiked an thorny objects from under the mattresses. Winnifred can get a good night's sleep at last, and she dozzzzzzzzzzz...(Finale).

- Max Preeo

Transcribed by Bruce Cranston (

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