A small theater along Bay Head Road magically becomes a palace complete with an evil queen, a tortured prince, and a chorus of silly lords and ladies as the Children's Theatre of Annapolis presents "Once Upon a Mattress" beginning this weekend.

The musical comedy was first a play written as an adaptation of the fairy tale The Princess and the Pea by Mary Rodgers, daughter of Richard Rodgers, for an adult summer camp. The play was later expanded for the Broadway stage and included the Broadway debut of stage and TV legend Carol Burnett, who founded the role of Princess Winnifred the Woebegone. (A movie version aired in 2005 on ABC with Carol Burnett taking on another role - Queen Aggravain.)

This production is produced by parent volunteers Ginny White and Martha Gardner, who also serves as the stage manager for the show. Though her daughter graduated from the program years ago, Gardner remains a dedicated supporter of the CTA as do many others.

"I really didn't know anything about show production when my daughter started with CTA," said Gardner. "But the parents become really involved. I learned so much I became a producer with our Cinderella show. We all still come back and help out because the kids are just so wonderful to work with."

Earlier in the week during final rehearsals, parents were seen fixing stage lights, painting scenery, working the sound system, and delivering dinners while the student performers were adjusting to moving around in their elegant period costumes, a gift from Second Star Productions and the Greenbelt Arts Center.

All of the performers were excited about the show, and very happy to once again be working with director and choreographer Jason Kimmel. This is his fifth show with CTA.

"I just love the cast and the music, but the humor in the storyline is my favorite part," said Kimmel. "We all have so much fun rehearsing."

Isaac Simonaire of Pasadena decided to try out for the show after seeing the CTA production of The Music Man last year. "It was a great show and I just wanted to be in the chorus. I was really surprised and thrilled to be picked for the Prince," he said.

Playing the part of Princess Winnifred is Allie Bannigan of Bowie, a junior at Elizabeth Seton High School. She is not new to the stage. Her mom is a dance teacher, and Allie has been on the stage since she was three.

"The role is really challenging and fun," she said. "My favorite is part is when I sing 'I'm Shy' because there is so much going on."

Justin Binnix of Severna Park has the role of the minstrel who acts as narrator during the first part of the show. Binnix, a senior, hopes to use all that he has learned at CTA and with the theater department at Severna Park High to major in vocal performance (with a backup dual major in engineering).

"I love this show because it is just so upbeat and cheesy," he said with a laugh, as only a minstrel should do. "It is bittersweet now because it is my last year. I am certainly savoring every moment."

Broadneck senior Hayley White, who plays the evil Queen Aggravain, is also enjoying every last moment of what will be her final show with CTA.  White, who played Marian the Librarian in last year's CTA production of The Music Man hopes to continue her work in the arts, but will be majoring in neuroscience.

"I am so glad I get to finish with this show under the direction of Jason. The show will get lots of laughs," said White. "I am a little worried about staying in character onstage because everyone is just so funny."

Other main cast performers in the production include:  Jeff Miller as the Wizard; Cassidy Hamilton as Lady Larken; Sam Kobren as King Seximus the Silent; Fred Fletcher-Jackson as the Jester; and Austin Heemstra as Sir Harry.

Pages include Hallie Parrott, Maddie Howard, and Ellie Handel.  Knights are David Ruth, Zeke Ouellette, Nick Brice, Jake Ostenso, Michael Bannigan, Mark Hollerbach, Danny Kobren, and Austin Dare.

Ladies are Mariel White, Pamela Williams, Addie Binstock, Kelsey Shifflett, Jessie Gentile, Colleen Coleman, Caitlin McCreight, Jessica Straub, Madeline Poole, Isabella Kalendar, and Madison Oulette.

Members of the student orchestra are Elena Murphy, Katherine Binney, Carson and Celaya Kirchner, Solon Snider, and Zach Konick directed by Wes Livingston.

Tickets are still available for all performances of "Once Upon a Mattress" at 7:30 p.m. on Jan. 7, 9, 14, and 15 and at 2 p.m. Jan. 8, 9, 15 and 16. Tickets are $15 for adults and $12 for children and seniors. Call 410-757-2281 or go to www.childrenstheatreofannapolis.org for more information. The Children's Theatre of Annapolis is located at 1661 Bay Head Road in Annapolis.