HUDSON - In a far off kingdom, there is a castle full of ladies-in-waiting, and waiting and waiting, for the prince to marry, so they can as well.

In The Phipps' production of "Once Upon a Mattress" the subjects of a royal kingdom cannot marry until their prince does, but the queen is making that difficult. With each prospective princess, the queen concocts a new impossible test, leaving the prince, and his people, single against their wishes.

The musical is a humorous retelling of the fairy tale, where a princess passes the queen's test by feeling a pea under her mattress.

In this version, the princess is not exactly the elegant kind found in fairy tales, coming from a swamp and going by her nickname - Fred.

Angela Brown brings Princess (Winni)Fred to life, with all the energy and quirkiness the character calls for. With her own gumption and help from the smitten Prince Dauntless, played by Mitchell Bugni, she prepares to take on the test, as the other castle occupants eagerly watch, and interfere.

Bugni brings to life the understated and underspoken Dauntless, who often defers to his mother Queen Aggravain, played by Lynn Maiers Paulson. His silent father King Sextimus is portrayed by Tom Monn. The three actors prompt plenty of laughs with their portrayal of the dysfunctional royal family.

Perhaps one of the best parts of "Once Upon a Mattress" is its supporting cast. The lords and ladies are portrayed by a crew of actors who bring humor as they take on the exasperated characters.

While the main action unfolds between the royals, the members of the court weave their way through their owns stories. Whether it's the trials of love or the remembrance of a parent, each of their stories brings a sincerity and intricacy to the play. The final resolution, even, comes down to them. They include Darcy and Bruce Bell-Myers as the complicated in love Lady Larkin and Sir Harry, the supportive jester played by Jon Aton and the minstrel played by Sara Kessler.

It all unfolds on a beautifully-crafted intricate set, a grand castle that moves and changes with the story.

"Once Upon a Mattress" runs through March 31 with performances at 7:30 p.m. on Fridays and Saturdays and 2 p.m. on Sundays. Tickets are $27, and can be purchased online at www.thephipps.org or by calling the box office at 715-386-8409.