Courtesy Photo by Bronwyn Woolman The cast of Alpena Civic Theatre’s “Once Upon a Matress” gathers for a photo at a recent rehearsal. The musical comedy opens Thursday at ACT and runs for two weekends. Pictured, standing, from left, are Emma Barz, Callie Barber, Gavin Barden, Dani Ayotte, Rodney Ayotte, Colin Hainstock, Taylor Ayotte, Mike Furtaw, Olivia Martin, Larry Johns, Bryan Ghekiere, Ashley Goodburne, Pam Swope, Kristin Loughery, and Morgan Suszek. Seated, from left, are Riley Pelto, Addison Wesaw, Jean Martin-Baker, Nettie Faircloth, and Marleigh Hann. Missing from the photo is Jaidyn Jackson.

ALPENA ­– The beloved musical comedy, “Once Upon a Mattress” opens on Thursday at Alpena Civic Theatre, featuring a cast of all ages, an elaborate set, and lavish costumes.

“Once Upon a Mattress” is a comedic, musical take on Hans Christian Anderson’s 1835 fairy tale, “The Princess and the Pea.” Music is by Mary Rodgers, with lyrics by Marshall Barer. The play is based on the book by Jay Thompson, Dean Fuller, and Marshall Barer.

In the story, Princess Winnifred enters a kingdom that is under a curse preventing anyone from marrying until Prince Dauntless procures a wife. The quirky Winnifred stands up to the kingdom’s traditions, trying to win over Dauntless, despite the prince’s mother, Queen Aggravain, who strives to keep them apart.

The queen’s controlling attempts to be sure her son does not marry beneath him lead to her devising a test using a small pea under a stack of mattresses to see if Winnifred is capable of detecting it.

Queen Aggravain’s rule, forbidding anyone to marry until Prince Dauntless finds a suitable wife, is particularly irritating to lovers, Sir Harry and Lady Larken, who want nothing more than to marry.

“Originally a vehicle for a young Carol Burnett, the plot centers around a queen’s efforts to ensure that her son never finds a princess good enough to marry him,” a description on the Alpena Civic Theatre website reads. “All hilarity breaks loose when one determined princess, Winnifred the Woebegone, swims the moat and enters the fray full speed ahead!”

Directed by Nan Hall and Kirstine Furtaw, the ACT musical features 21 cast members. Both of them acted in “Once Upon a Mattress” in the 1990s at ACT, as did Jean Martin-Baker, who plays Queen Aggravain this time around.

“We have a phenomenal cast,” Hall said. “Everybody has been so supportive.”

In her second appearance on the ACT stage, Ashley Goodburne stars as Princess Winnifred.

“Princess Winnifred is a swamp princess,” Goodburne said. “She is a real princess, but she’s from far away, she’s a little weird, she’s kind of loud, she’s girly, but she’s got a little bit of a tomboy edge that comes out, here and there, so she doesn’t quite fit in when she comes to this kingdom. But she wins people over with how bubbly and happy she is just to be there.”

Bryan Ghekiere plays Prince Dauntless.

“The whole cast has been working so hard at putting this all together,” Ghekiere said. “Everyone’s going to come laugh, get immersed in the story, and just want to be in the kingdom.”

He talked about his character.

“Dauntless, he really just wants to get married,” Ghekiere said. “But, he also has this dynamic with his mother, that he also wants to please her, at the same time … that dichotomy is really curious and fun to watch.”

Kristin Loughery plays the Wizard in this, her sixth production and third musical at ACT.

“I’ve really enjoyed working with this cast,” Loughery said. “It’s been a very cohesive group to work with, and the show’s just coming together very beautifully, and I’m very excited to give this to the community, so they can enjoy it, too.”

She talked about being the Wizard.

“The Wizard is very loyal to the queen, so that is my first priority, to be her confidant and conspire with her,” Loughery said. “What she wants is what I want, and I want to please her.”

Pam Swope is the Minstrel.

“The Minstrel is the storyteller,” Swope said. “It’s the fairy tale of ‘The Princess and the Pea,’ but it’s the true story of ‘The Princess and the Pea.’ The Minstrel has the history of having been there for what really took place, and interacts with the audience to bring that story … kind of, as an outsider coming into that story.”

Swope explained the process of getting into character.

“It’s your own interpretation, but you have to do some research,” Swope said, adding that she studied the time period to better understand their mannerisms. “If there are words or vocabulary in the script that you aren’t familiar with, understanding how those fit, or even historically, how they were a part of that story is important to understanding your role as an actor.”

Martin-Baker plays Queen Aggravain.

“She’s an aggravating human being,” said Martin-Baker, who is returning to the ACT stage as an actor for the first time in 17 years. She has been musical director many times, but decided to get back into performing.

“This is a real stretch for me,” Martin-Baker said. “I was terrified, really, when I first got the part, just thinking about how I was going to do it. But we all have some of her in us, and I found her, and it’s been a lot of fun.”

She added, “This is just a dream cast here, to work with.”

Larry Johns plays King Sextimus the Silent.

“He actually plays an unusual part in this musical, in the fact that he is mute,” Kirstine Furtaw said. “He speaks through pantomime, so that’s another layer of acting.”

“My role is to speak through my hands and my motions,” Johns said, adding that he expresses “my frustration and my survival tactics as a result of the relationship” with wife, Queen Aggravain. “There are a lot of relationship dynamics that are common in society that come out.”

Cast members include: Taylor Ayotte as Princess No. 12/Mabelle, Olivia Martin as Lady Larken, Morgan Suszek as Jester, Colin Hainstock as Sir Studley, ACT newcomer Gavin Barden as Sir Luce, Rodney Ayotte as Knight, Callie Barber as Emily, Addison Wesaw as Lady Rowena, Riley Pelto as Lady Merrill, newcomer Marleigh Hann as Lady Beatrice, Emma Barz as Lady Edie, newcomer Nettie Faircloth as Lady Cordelia, newcomer Jaidyn Jackson as Lady Hilda, Mike Furtaw as Sir Harry, and Dani Ayotte as Kitchen Wench.

In addition to Directors Nan Hall and Kirstine Furtaw, the crew includes: Martin-Baker as music director, Christine Giordano as choreographer, Beckie Durfee as assistant director and stage manager, Grace Morrison as scenic designer, Mary Ann Crawford as costume designer, Jay Kettler as lighting designer, Carol Rundell as producer, Nick Stone as accompanist on piano and pit orchestra leader, Dave Lawrence on bass, Mark Brosz on drums, MaryAnn Hubbard on flute and piccolo, Candy Peterson as rehearsal pianist, Brittany Giordano as choreographer’s assistant, Virginia Hulsey and Jackie Herbert as costumers, Cathy Meske on set construction, Reggie Bisanz and Morrison as scenic artists, Hall, Kirstine Furtaw, Dani Ayotte, Emma Barz, Wesaw, Faircloth, Ghekiere, and Mike Furtaw as set/paint/light crew, Herbert as lighting and sound operator, Eva Traylor as properties master, Wesaw and Hann as prop crew, Durfee and Traylor as run crew, Bronwyn Woolman on photography and photo boards, Morrison on sign design, Julie O’Bryan, Woolman, and Bill Powell on publicity, and Fran Hamp, Linda Suneson, Bisanz, Sue Jackowiak, Lois Darga, and Diane Young in the box office.

“Once Upon a Mattress” runs at 7:30 p.m. on Thursday, Friday, and Saturday, and 2 p.m. on Sunday, then continues May 8 through 11. Tickets are $20 per seat for adults, $15 for college students with valid ID, and $10 for elementary through high school students. For tickets, call the box office at 989-354-3624. Alpena Civic Theatre is located at 401 River St., Alpena.