How the creator of ‘Gilmore Girls’ reinvented ‘Once Upon a Mattress’ for a new generation

It was a text from Sutton Foster that got Amy Sherman-Palladino to drop everything. The Tony-winning actor was leading a new production of “Once Upon a Mattress,” a musical take on “The Princess and the Pea” that in previous incarnations starred Carol Burnett and Sarah Jessica Parker. Might the creator of “Gilmore Girls,” “The Marvelous Mrs. Maisel” and Foster’s own “Bunheads” take a pass at the stage show’s script?

“For Sutton Foster, anything,” Sherman-Palladino recalls. What was supposed to be a quick punch-up gig for a two-week Encores! stint has turned out to be the scribe’s Broadway debut, as the production — about a queen who discourages her son’s wedding prospects with impossible tests, and a swamp princess who takes on the challenge — has begun a four-month run at New York’s Hudson Theatre before moving to Los Angeles’ Ahmanson Theatre in December.

The revival, directed by Lear deBessonet (“Into the Woods”), also stars Michael Urie, Ana Gasteyer, Will Chase, Brooks Ashmanskas, Daniel Breaker, Nikki Renée Daniels and David Patrick Kelly. And Sherman-Palladino, who left the stage behind to pursue her TV dreams, has joined a burgeoning club of writers updating classic musicals for new generations (Amber Ruffin and “The Wiz,” Larissa FastHorse and “Peter Pan”).

Between rehearsing “Once Upon a Mattress” and shooting her Prime Video ballet-centric series “Étoile,” the showrunner-turned-librettist got candid about rewriting a musical’s book on a tight timeline, ridding a fairy tale of its misogyny and bringing physical comediennes back to Broadway. This conversation has been edited and condensed.

You made an early career choice between writing for “Roseanne” and attending a “Cats” callback. Since then, you’ve consistently cast stage actors and snuck musical numbers into your TV shows. How does it feel to finally be working on a theater project?

It’s completely bananas. I just lucked into the fact that this wonderful person in my life named Sutton Foster texted me one sentence — that was the extent of the negotiation, I drove a hard bargain — that has changed everything, and now I’m getting to be a little part of a world I admire so much. What world am I in that my job is to sit at this table read and listen to these people harmonize around me like this?

Had you seen the musical before?

I had never seen it. I knew some of the music — “Shy,” “Happily Ever After” — and I think I’d seen a version on television. What I did know is Carol Burnett. There’s not a lot of women who have that comedy, that big voice, that command of the stage — well, except this kid named Sutton Foster who’s been running around.

Sutton and “Mattress,” that’s perfect casting. The first thing she said to me was, “I want to be so gross, I want to be as disgusting as possible, I want to be this true Swamp Thing that crawled out of the muck.” And yet you fall in love with her, even with s— in her hair and leeches on her back. Nobody finds moments of humanity in insanity like Sutton Foster, and in this she’s certainly at her most insane.

When you first signed onto the rewrite, was Broadway in the conversation?

I thought this was just for City Center, where they rehearse for like two weeks and then perform for two weeks. I may have had two weeks to get them the draft — a fun couple of weeks of writing jokes and lobbying hard for one classless d— joke, come on, Lear, let me get one in! It’s amazing to watch because it’s so fast and frenetic, and the fact that they can pull it off at all and at the level at which they pull it off, it’s such a thrill. So I thought it was over, and then suddenly, it’s going to Broadway. Well, I had all this other stuff I wanted to put in it, so can I put it in now?

Sometimes, these things take years to get to Broadway, and in that time you do try things and throw out things and put things in. But the whole thing has happened unbelievably fast. I think part of the reason that everybody thought it could go to Broadway so quickly is because it felt like Michael Urie and Sutton [as Prince Dauntless and Princess Winnifred, respectively] had been rehearsing for months. From day one, they were so in the pocket of being weird together and speaking each other’s language that it was a kind of magic.

I managed to shove a few more things in there that I had really, really wanted to, but in my dream of dreams, we would have had a proper time frame to really dig deep. But for me, nothing is ever done. I look at the “Gilmore” pilot, and I’m like, can I rewrite that? I remember when they sold “Gilmore” to Netflix, I said, “Can I remix the whole thing? Because I was never really happy with the sound on it.” And they’re like, “Yeah, can you not call us again? It’s a done deal, lady, you’ve got to move on.”

How did you go about rewriting the book by Jay Thompson, Dean Fuller and Marshall Barer, especially in such limited time?

Making everybody happy was hard. Over the years, there have been several kinds of incarnations of this show: The structure was changed, some characters were left out, and there was actually not one definitive blueprint to follow. So I’m working off of production drafts and working with three different estates, and the originators aren’t around to explain, “That’s what this very shorthand stage direction meant.” And at the same time, I’m in production. I’m on set on [forthcoming TV series] “Étoile,” [where] my [assistant directors] would get a glimpse of the [“Mattress”] script and go, “Who’s Winnifred?!” No, don’t look over there, your script is over here! It was insane, keeping everything straight.

I wrote a movie version of “Gypsy” — which has never seen the light of day, but I’m still hopeful — and I remember getting on the phone with Stephen Sondheim, and after all the wonderful compliments, he goes, “I just have a few thoughts, if you want to hear them.” I’m like, “Oh my God, of course!” And he goes, “I want to hurry, because page one…” It was like 15 hours, and it was the best 15 hours of my life.

That’s what you always want to be able to do, is really rip through things. This was not the project for that. It was very, very fast, and you never get to do everything you want to do at that speed.

What’s the hardest thing about updating a text tied to multiple estates?

They’re all protecting their own legacies, and you end up having to work within the confines of other people in control of your destiny. Sometimes it’s a good exercise to do that: On “Gilmore Girls,” we had zero money. “The Drew Carey Show’’ would send over their extra water and half a sheet cake if someone had a birthday over there. I mean, it takes place in Connecticut, and we’re in Burbank where there’s no snow!

Learning to craft a world and a story and seven seasons of a journey out of nothing and with nothing — that lean, mean training prepares you for anything. My job is to fight the battles that I feel are worth fighting, and to keep fighting them so that the cast feels supported by the material and Lear has what she needs to do something we’re all proud of.

I was so f— naive — I went through a draft and changed all the things I’d change in a [TV] script, and some of it was as little as changes for spacing on the page or moving the comma so the person doesn’t pause at the wrong time, not realizing that they had to redline everything for the estates. It’s one of those dumb things that was so automatic for me, but I’d just made Lear’s world 15 times harder. So I apologize, Lear, I love you, it was not on purpose.

This musical, as beloved as it is, had its share of misogynistic material. How did you approach the update for a new generation?

That was the most important thing. It is a fairy tale, which does have a lot of, “I gotta marry a prince in the end,” but that’s not the [universal] female journey anymore, which is a great thing.

We wanted to lean more into the naivete of Winnifred, somebody who has a vision in her mind of what happily ever after is. She’s got this ridiculous speech about how it means you get to do gymnastics and climb trees, but it’s the end of that monologue where she says, “You get a pal” — you have someone to share this life with. She doesn’t want someone to put her on a pedestal, to dress her up in pretty clothes and look at her like an object. She wants someone to share s— with and laugh with, someone to look at all of her weirdness that she can’t do anything about because that’s who she is, and go, “I think you are special.”

That journey of love and acceptance, of wanting to belong someplace and having someone see you for the greatness that you are, even if you did crawl out of the slime — that’s the princess journey.

This is a female-led musical driven by broad, physical comedy — a type of show Broadway hasn’t seen much lately. How do you feel it will be received by today’s ticket-buying audiences?

I think all of us are aligned in the fact that you’re not going to walk out of the show having learned any lessons. We’re not teaching you d—. You gotta learn that somewhere else. If you want to break it down and make it sound deeper than it is, it’s about being different and finding the one person who sees what’s cool about you. But it’s just a fun show. There’s nothing you’re taking away from “Oh, Mary!” either, except that, for an hour and 20 minutes, you’re going to laugh your ass off and it’s gonna leave you on a high.

Broadway is best and thrives the most when everything is represented: the dramas that make you feel hard things or change your perspective or make you cry, the shows that really make you feel s— about yourself. Sometimes, you gotta walk out of a theater feeling like absolute crap, and that’s just part of the theater experience.

But there’s also a place in theater where, for a few hours, you’ve forgotten that your kid won’t talk to you, politics are madness and the world is falling apart. It hasn’t gone anywhere, it’s all waiting for you the minute you walk back out, but you’ve had something joyous that makes it OK to wake up the next day and go into your challenging life. So why not be someplace wonderful for a couple hours?

Are negotiations underway to have your version be the licensable “Mattress” moving forward?

There’s been discussions about it. I don’t think they wanted to take that step at this moment. Which, to me, says I gotta prove it, because if this version scores with audiences, maybe people will want to do this version. If not, then maybe people are like, “As long as she sings ‘Shy,’ I’m good.”

That’s the gig. I can’t worry about that because I have too many other things to be nauseous about. But I would love for that to happen because I love the show. And, I’d love to take another pass at it, if they’d let me, and probably another pass after that.

What was given to me by Sutton and Lear was a gift. I embrace this gift wholeheartedly and I hope I’ve done well by them. That’s all I can control at this moment. But I want to do more theater, because there’s nothing like it. It’s dangerous, anything can happen, so it’s not for the faint of heart. But I want to do more of the things that are truly and utterly terrifying, and theater is terrifying in the best way.

What advice would you give to another writer tasked with updating a classic musical?

Valium. Get a vat of Valium, up the dosage, just do it. Every time you get that call about your latest draft, just have that bottle right there. It’s gonna make everything go so much smoother.