Will Adam Guettel ever write a musical that will have three separate television productions? It's a family tradition: Grandfather Richard Rodgers did the hat trick with Cinderella, and now mother Mary Rodgers has accomplished the feat via Once Upon a Mattress, a remake of which will be aired this Sunday, December 18 on ABC and released on DVD the following day.

Only one person has been in all three TV versions of this musical based on The Princess and the Pea. That's Carol Burnett, who played Princess Winnifred the Woebegone on Broadway in 1959 and in the two CBS-TV productions that respectively aired on June 3, 1964 and December 12, 1972. Now she's switched sides for ABC and is playing Winnifred's nemesis, Queen Aggravain -- the suffocating mother who won't allow her hapless, dominated son Dauntless the Drab to be married, especially not to a parvenu like Winnifred. The problem is that, according to law, no one in the kingdom may wed until Dauntless does. This certainly frustrates all the young people. "Nobody's getting any," they sing, in what seems like an awfully ribald lyric for a fairy tale -- until, after a beat, they add the word "younger."

That's just one of the delightful lyrics that the late Marshall Barer wrote for this musical; but, for the third consecutive time, you won't hear it on TV. "Opening for a Princess" has again been dropped, a fate that has also been suffered thrice by "Yesterday I Loved You," sung on Broadway by the expectant but unmarried Lady Larken and Sir Harry. Many people know this show, given that it's been done in virtually every high school in the country. But you may be surprised to learn that, in the 1964 TV version, the Minstrel who opens the show with "Many Moons Ago" also serves as Larken's love interest, thus eliminating Harry. In 1972, that song was sung at the top of the show by Carol Burnett, playing a mother who's reading the fairy tale to her (unseen) daughter in order to get her to sleep.

Much has already been made of Tracey Ullman's age; the actress, who turns 46 at the end of the month, has been deemed too old for Winnifred. (Burnett was 31 and 39 when she did her Winnifreds for TV.) But considering that this is a kingdom where "nobody's getting any... younger," that's not a particular problem. Anyway, Ullman belies her age in the way she can kick her legs when dancing. She's also quite amusing when she enters, having swum the moat, in a dripping-wet green dress that's reminiscent of a Loch Ness Monster. By the time she gets to the felicitous line "I'm going fishing for a mate … with bated breath and hook," she shows terrific musical comedy presence. Incidentally, Burnett didn't get to sing those lines in either TV version; they were dropped in favor of dance music. As incomprehensible as that is, a bigger mystery is why "Happily Ever After," Burnett's razzmatazz showstopper, wasn't included in the 1964 version while "Quiet" (a throwaway number for the chorus) and "Very Soft Shoes" (done by the Jester and including that great lyric about how his father "played the palace") were. Neither shows up in the new edition, though "Happily Ever After" happily does.

The Dauntlesses have improved exponentially. Joe Bova, the original, was awfully cute, while Ken Berry in 1972 was the butchest of the three. Here, dressed in baby blue, is Denis O'Hare as Dauntless, who doesn't know that he might be gay. (He's never heard of such a thing.) O'Hare makes the character's dilemma wonderfully real. In the two previous TV productions, when Winnifred told her Dauntlesses to call her by her nickname, they said "Winnie?" with a definite question mark at the end. But why would they use such an inflection when that's the logical answer? O'Hare instead says "Winnie" with tenderness, as if he's trying on the name that he knows that he'll be saying with love for the rest of his life -- just before the princess tells him that her nickname is actually "Fred." Later, when the Queen informs her son that Winnifred has flunked the sensitivity test, O'Hare says "Oh, Fred" with a heartbreaking tone in his voice and then sheds a genuine tear. Nice.

Edward Hibbert plays the Queen's eunuch. Okay, he's identified as the Wizard and is never established as a eunuch, but that's the way he's playing it. When he smiles lovingly at his mistresses' miserable maneuvers, he rather resembles Britain's late Queen Mother. In a strange move, he's also summoned into service as the Nightingale who's to keep Winnifred from sleeping and thereby passing her pea-under-the-mattress test. That part was played by a woman in 1964 and eliminated in 1972; but here's a caged Hibbert, who, to quote Evelyn Waugh in The Loved One, is "painted like a whore."

As for Zooey Deschanel as Larken and Matthew Morrison as Harry -- well, I defy anyone to open a high school yearbook from any era and show me any "Cutest Couple" that could touch these endearing two. May Deschanel have the success of the 1972 Larken, Bernadette Peters; and may Morrison go on to become as famous as one of the 1964 dancers, Michael Bennett. And what about Burnett? She knows the material and doesn't overplay, even when she says in a disdainful voice, "That trout is not a princess." When she first sees the pea that she expects to solve her problems, her reaction is almost sexual. Burnett also gets a new 11 o'clock number, "That Baby of Mine," by her longtime writers Ken and Mitzi Welch. It's not inspired, but it does the job.

I've already seen some bad reviews of this lush-looking movie -- and it is a movie, unlike the 1964 telecast (preserved on a kinescope) and the 1972 videotape. But director-choreographer Kathleen Marshall definitely has taken a tongue in cheek approach, with the male dancers pulling up their right shoulders in time with the music and then bringing them down as they pull up their left shoulders. Later, the female chorus members make wavey, hula-girl arm motions in "The Swamps of Home." Marshall also offers a Busby Berkeley tribute, and she stages one number in a style that recalls "Lovely" in the Forum movie. I suspect that such joking around was lost on many critics. This Once Upon a Mattress won't make me go so far as to shout "Bravissimo," but I'm sure saying "Bravo! Bravo!"

