Q&A: Once Upon A Mattress with Theater RED

Marcee Doherty-Elst in a promo shoot for ONCE UPON A MATTRESS. Photo: Traveling Lemur Productions

This month, Theater RED collaborates with Carroll University on a production of Once Upon a Mattress the 1958 musical based on Hans Christian Andersen fairy tale The Princess and the Pea has seen countless productions over the years. Theater RED’s production is helmed by Artistic Director Eric Welch and stars Marcee Doherty-Elst as Princess Winnifred. 

Theatre RED and Carroll took some time to answer a few questions about the production:

This show is being staged at Carroll University in Waukesha. How did the collaboration with Carroll come about?

Professor James Zager, Carroll University (Producing Liaison):  Providence. I was scheduled to do a cabaret performance in the Otteson Theatre this Fall and decided to use the more intimate Studio Theatre right around the same time we heard that TheaterRED was looking for a space.

Marcee Doherty-Elst, Theater RED (Producing Director, Princess Winnifred):  When Theater RED was looking for a home for ONCE UPON A MATTRESS, we reached out to Carroll University originally because of my prior collaboration with James Zager (Milwaukee Opera Theater and Theater RED’s A CHORUS LINE), who is on faculty there.  I quickly got connected to Professor Jennifer Dobby and the rest of the incredible folks there.  In talking with them, we learned that their mainstage, the Otteson Theatre, was not being used this fall.  Carroll University had a Musical Cabaret slotted for the fall, but Professor Zager wanted that staged in their Studio Theatre, leaving the Otteson vacant.  It seemed like the perfect opportunity to move ONCE UPON A MATTRESS in to the beautiful Otteson space and also opened up the possibility of a collaboration with the University, which you know Theater RED loves to do!  We have collaborated with other theaters and other colleges/universities in the past and have had wonderful experiences.  For ONCE UPON A MATTRESS we have students working alongside professionals in all aspects of the production, onstage and off, and that is really exciting!

I’m also very excited to be collaborating with the University of Wisconsin-Milwaukee and their American Sign Language/English Interpretation Program for our Saturday 11/16 performance (7:30 PM) that will be interpreted by 2 Student Interpreters!

Eric Welch, Theater RED (Director):  As we were looking for a venue for this production, Marcee thought it would be a good idea to collaborate with a school again. I’m doing so, I believe this was our first school we contacted and it ended up being a perfect fit, on both ends!


Carroll’s Otteson Theatre is an intimate 150-seat theatre, but the set developed for the show as seen in promo video looks like it’s big enough to fill a much larger space. Is there an equally big feeling for the choreography or is there more of an intimate feel to the way the action of the show inhabits the space?

Justin Gale, Carroll University (Technical Director, Scenic Design):  The Otteson is a unique space that comes with its own challenges and opportunities. Yes, it is a relatively small, 150 seat theatre, but it also has a decent amount of vertical space to fill, while allowing for at least a dozen people at once to dance on stage. Eric's vision was based around the idea of a story book, with the necessity to facilitate dancing and physical comedy across the entire stage. My hope, through the design and build techniques, was to accomplish a bit of story book, medieval grandeur, and still leave room for the actors and choreography to take center stage.  

Ceci Scalish, Theater RED (Choreographer):  I believe the choreography designed balances the marriage between this intimate space and larger than life set.  Each choreographed piece defines how big or intimate the stage should feel during teach scene versus the space or set defining such.

Eric Welch, Theater RED (Director):  For the choreography, I wanted something fun, funny, and visually stunning. And that’s just what Ceci brought to the table. She has a wonderful way of working with the actors and really showing off their strengths. I can’t say enough kind words about her. We also did make plenty of room on stage to fit all the dancing needs in this show. We definitely planned in advance for that. 

Marcee Doherty-Elst, Theater RED (Producing Director, Princess Winnifred):  Eric’s vision from the beginning was to create a magical, madrigal, musical comedy celebration and the Otteson Theatre provides so much space to do that!  We do have a large cast (17), so that space is definitely welcome!  Eric also wanted the audience to feel included in the action and in on the jokes, so with the space he is able to bring some of the action off the stage and into the audience (and beyond – we have to keep some surprises, don’t we?).  I think the show balances big production moments with more intimate moments and we are able to use everything the Otteson has to offer us in that way.  Justin and the students working on the set have done an outstanding job of realizing Eric’s vision of what he wanted the set to look like, while being able to add some things that really add to the dimension of the action, while still allowing the storytelling of the scenes, song, and dance to take center stage (quite literally).  As Eric has done with NINE the musical, he places the emphasis of the show on the storytelling of the actors and has a more intentionally minimal set supporting them.  We do, of course, have the majesty of the incredible bed of 20 mattresses – the most important set piece of them all!


Erich Welch is directing Marcee Doherty-Elst as Princess Winnifred in the show. The two of you at the center of Theater RED are also very good friends. What’s the dynamic like working so closely together on this kind of a musical?

Eric Welch, Theater RED (Director):  We have got it down to a science now. This will be the third show I’ve directed and directed her in. She is a very close friend and I find it rather easy to direct her because I know her instincts and motives so it’s easy to play and build off of that. I also know what’s she’s capable of, even if she doesn’t!

Marcee Doherty-Elst, Theater RED (Producing Director, Princess Winnifred):  This will be the 3rd show that Eric has directed me in (I’LL EAT YOU LAST:  A CHAT WITH SUE MENGERS and NINE the musical, previously) and also the 3rd where we have worked together behind the scenes (with me as Producing Director).  I think on the production side of things, we get better with roles and responsibilities each time and it has become a well-oiled machine by this time!  As an Actor, I really enjoy working with Eric as a Director.  He has a very clear vision for what he is looking for in the scenes and as an Actor himself, he understands what the challenges and opportunities might be for realizing that vision.  He knows me nearly better than almost anyone and it makes it very easy for us to work together as Actor/Director because he can tell what I am trying to do, even if it is not coming through clearly and he knows how to explain things in a way that I will grasp immediately.  There’s a great degree of trust in that relationship based on our deep friendship, as well.  Eric has always been one of my biggest fans and supporters and he believes in me way more than I ever believe in myself and for that reason, he is able to challenge me in a unique way.


Winnifred is a very strong character who could be brought to the stage with a big heroic approach. The story is a very silly comedy in places. How do the heroic and comedic ends of the show match-up in this production?

Eric Welch, Theater RED (Director):  This is a very silly, comedic show but there is still heart in the story and we have definitely tried to angle this show toward female empowerment. This show is about a strong female who doesn’t care what people think of her and really goes for what she wants. 

Brianna (Bree) Cullen, Theater RED (Stage Manager):  The two go hand in hand in this production.  The heroic moments bring out how silly the whole story is while the comedic bits between characters really pushes out who these people are.

Mark Morris, Carroll University (Assistant Stage Manager):  Winnifred's strength is balanced on stage with an air of shyness and self-doubt that emboldens our sympathy with her as she navigates the social labyrinth of a swamp-less kingdom. Because she is not like a "typical" princess, she isn't limited by any social restrictions placed on princesses and her lack of manners and outspoken attitude is a refreshing take on a classic fairytale. The real comedy comes from her fervent optimism in the face of every obstacle she encounters and the heroics are found in the inspiration she instills in the other characters suffering under the Queen's rule.

Skylar Campbell, Carroll University (Assistant Stage Manager):  I believe the heroic and comedic ends match up in places where the women like Winnifred and Lady Larken "play up" being the helpless damsel in distress. It makes for a funny scene but also is being played up to show the ridiculousness of the "damsel in distress" it's a small way of putting a feminist twist in the show without changing the show completely and continues to make people laugh even with a hidden deeper, more heroic, note. 

Marcee Doherty-Elst, Theater RED (Producing Director, Princess Winnifred):  Sometimes princesses don’t look or act like princesses!  I see Princess Winnifred as a brave character who comes to the rescue of a kingdom in need of new outlook on love, leadership, and life.  The best laughs come from intellectual connections and emotional realizations, and Princess Winnifred represents something so different from the conventions of the kingdom and she speaks some important truths.  The role of Princess Winnifred has been portrayed by some of the funniest women to ever grace the stage or screen and what I think is most exciting is that there is wide room for interpretation of this character while still playing up the comedic aspects.  Winnifred is a very strong character, but I think the fun comes in relaying that strength through comedy.  Some of the most important truths we speak, as a society, are conveyed through humor.

“Humor is what happens when we are told the truth quicker and more directly than we’re used to” (George Saunders, NY Times bestselling author).


ONCE UPON A MATTRESS is surprisingly enduring for a fun, little bit of musical comedy. Where do you think the long-term appeal of the show comes from? 

Professor James Zager, Carroll University (Producing Liaison):  The retelling of Fairy Tales has always been popular. We love to look at old stories with a new twist that brings out different aspects of the story. This uses the music theatre form to highlight a powerful female not a maiden in distress rescued by a prince.

Marcee Doherty-Elst, Theater RED (Producing Director, Princess Winnifred):  I think the long-standing appeal is how funny this show is, even though the tale itself is familiar.  And it doesn’t hurt that Carol Burnett has famously portrayed (with great hilarity) both Princess Winnifred and Queen Aggravain!  ONCE UPON A MATTRESS is a musical retelling of Hans Christian Anderson’s “The Princess and the Pea” and who doesn’t love a good fairy tale?  This show will carry you on a wave of wonderful songs, both hilarious and raucous as well as romantic and melodic, as you come along on for the ride on the familiar classic tale of royal courtship and comeuppance with a healthy side helping of side-splitting shenanigans.  While the Junior version of this show is done with regularity in theaters, the full-length production has not been done in Milwaukee professionally for quite some time.  Eric’s vision really plays up the fairy tale aspects while also infusing the show with a modern, SNL-inspired approach to the comedy in the show and we have a cast of some of the funniest folks in Milwaukee. Chances are you’ll never look at fairy tales the same way again!

Eric actually put this show on the Theater RED radar – he has a love of taking older musicals or musicals that we don’t see done very often and brining a modern interpretation to them, placing them back center stage.  He also grew up with this musical and it has a special place in his heart as one of his mom’s favorites.  He’s also a huge Carol Burnett fan – in fact, when she was in Milwaukee last we splurged on VIP tickets and we were in the first few rows and he got to ask her a question!  She is one of his favorites and there is more than 1 nod to her in the show – you’ll have to come and see for yourself!

What attracted you to the show?

Eric Welch, Theater RED (Director):  I was partly brought up with this musical. My mother introduced it to me as it had been a favorite of hers growing up. It’s such a fun fantasy story with great music. I feel like many schools have done this show (the Junior version, as well), but not many professional theaters and I feel that it needs to come back into the limelight. It has such a great message and is so entertaining. People are going to love this show. 

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Theater RED and Carroll University's production of Once Upon a Mattress runs Nov. 15 -23 at the Otteson Theatre on 238 N. East Ave. in Waukesha. For ticket reservations and more, visit Theater RED online.