Act I
On an empty stage, the Minstrel strums his lute and introduces the audience to the classic tale of The Princess and the Pea (“Prologue – Many Moons Ago”). As he finishes his song, he tells the audience that while the traditional story is very pretty, it’s not quite accurate, and he knows because he was there. We are transported to a small kingdom ruled by a talkative Queen, a mute King and a Prince who is overly sheltered by his mother. On the day the Minstrel arrived, Queen Aggravain was testing Princess Number 12 to see if she could marry her son, Prince Dauntless. Her failure to pass the impossible test causes the people of the kingdom to despair and lament the cruel law which states that no one can marry until Dauntless finds a bride (“Opening for a Princess”). One such couple desperate to get married is the noble Lady Larken and Sir Harry. After the test, Larken finds Harry to inform him that they must find a way to get married straight away because Larken is going to have a baby (“In a Little While”). Sir Harry then finds Queen Aggravain and volunteers to quest for a princess, and the Queen reluctantly agrees (“In A Little While (Reprise)”).
When Harry returns, he brings back a rather unusual princess, one who causes quite a stir when she… swims the moat. Princess Winnifred the Woebegone introduces herself to the court, brashly looking for her Prince (“Shy”). While the Queen is less than sure Winnifred (or “Fred”) is a true, bona fide princess, she is permitted to stay and take the newest test. But the Minstrel, the Jester and the mute King Sextimus are worried about Fred and Lady Larken’s fate, and plan to work together (“The Minstrel, The Jester, and I”). Meanwhile, Queen Aggravain meets with the Wizard to devise a new test for the princess; she decides to test Fred’s “Sensitivity” by seeing if she can feel a pea beneath 20 soft, downy mattresses.
As Aggravain plots, Fred and Dauntless have gotten to know each other, and Fred tells him all about her swampy homeland (“The Swamps of Home”). When she finishes, Lady Larken, mistaking Fred for another maid, begins to bark orders at her. Harry enters and informs her that the woman she has been bossing around is none other than the princess he brought to save the day. The two have a huge fight and exchange some nasty words. Larken storms away and runs into the King, the Jester and the Minstrel, who offer to whisk her away (“Normandy”). Before the test commences, the Queen throws a ball in honor of Fred’s arrival, and makes the court dance the exhausting “Spanish Panic.” But despite the rest of the court’s fatigue, Fred keeps going and defeats the Queen’s trick. Dauntless is so impressed by Fred that he declares his love for her (“Song of Love”).
Act II
We open to Queen Aggravain preparing the Sensitivity Test as she checks off everything necessary: sheets, pillows, blankets, mattresses, pea and complete silence from the court (“Opening – Act II”). Fred and Dauntless sit in her chambers preparing for the test, the subject of which remains a mystery to her and the court. When Larken comes to assist, Fred convinces her to patch things up with Harry. But once alone, Fred laments that she must pass the test all by herself, and has no help like some other fairytale princesses (“Happily Ever After”). Seeing how much his son loves Fred, King Sextimus summons Dauntless to have the “Man to Man Talk.” Meanwhile, the Minstrel goes off to figure out what the test is. He meets the Wizard and tells him that he’s been a long admirer of his work since his days in show business. His ego properly stroked, the Wizard reveals the test to the Minstrel, and the two make plans to split a bottle of wine. The Jester, meanwhile, reminisces about the good old days (“Very Soft Shoes”). As the hour grows later, Lady Larken finds Sir Harry, and the two make amends after their fight (“Yesterday I Loved you”).
Finally, the test is ready, and Fred is summoned to ascend 20 mattresses after unknowingly ingesting a sleeping potion, staring into a hypnotic mirror, and listening to the Nightingale of Samarkand’s lullaby. She is left alone, but she tosses and turns, absolutely unable to sleep. The next morning, Dauntless and the Queen wait for Fred to awaken, and the Queen reveals to Dauntless that the test was for Fred to feel a pea beneath 20 mattresses, but unfortunately, she was already falling asleep when she left her. Thinking that Fred had already failed, Dauntless laments. But when Fred emerges from her bedchamber, she reveals angrily that she never slept a wink—the bed was too uncomfortable. Dauntless rejoices, but the Queen still will not give in and let Fred marry him. That’s when Dauntless snaps and tells his mother she, for once, needs to “shut up.” At that moment, the Queen becomes mute, and the King gets his voice back. With the return of their beloved King, and the impending marriage of Prince Dauntless to Fred, the Kingdom rejoices and wonders how she passed the test (“Finale”). The Jester and the Minstrel reveal that they were the ones who stuffed the mattresses with all sorts of uncomfortable items like a lute, a pan, a lance, etc. But as Winnifred climbs back up to take a well-deserved rest, she tosses again, and the Minstrel pulls out the pea. She is now finally able to sleep, because after all, she is a genuine princess.