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In these irony-drenched, post-"Shrek" times, it's hard to accept the musical "Once Upon a Mattress" for its simple charms. The humor isn't winking, clever or sarcastic; it's just silly, bordering on infantile. Two lovers fly into a rage and yell "I hate you!" at each other like a couple of 5-year-olds. A prince whines to get what he wants from his overbearing mother. A recommendation to say "I'm sorry" is treated like sage advice for the ages.

Even so, with an excellent cast doing its darnedest to make it work, Swift Creek Mill Theatre's current production of "Mattress" generates significant levels of hilarity. Much of it is due to the show's leading ladies: Audra Honaker plays the unconventional Princess Winnifred with an abundance of earthy charisma, and Joy Williams is delightful in her treachery as the brittle Queen Aggravain. Add in the brilliantly expressive Jason Marks as King Sextimus, and you get many scenes that prompted howls of appreciative laughter from the opening-night audience.

The plot, lifted from "The Princess and the Pea," has many lasses vying to become the bride of Prince Dauntless (Brett Ambler), only to fail the impossible tests given to them by the Queen. Enter Winnifred, princess of the swamps, who delivers the show's most memorable numbers -- "Shy" (she's anything but) and "The Swamps of Home" — before facing a sensitivity test involving 20 mattresses and a pea. Honaker's bravura performance helps distract from the play's filler — subplots summed up in the songs "Normandy" and "Very Soft Shoes" — as well as the production's pedestrian set.

Maura Lynch Cravey's costumes are regal enough, however, and musical director Paul Deiss' orchestra sounds particularly expressive, thanks to sax and trombone added to the mix. For a family friendly show that will send you home smiling, you could do a lot worse than the Mill's "Mattress."



"Once Upon a Mattress" is now playing at Swift Creek Mill Theatre Thursdays-Saturdays at 8 p.m. and selected afternoon matinees through June 14. Tickets are $31.50-$33.50. Call 748-5203 or visit www.swiftcreekmill.com.



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