Amy Sherman-Palladino and Sutton Foster Talk Frauds, Outsiders, and Their New Show

Amy Sherman-Palladino and Sutton Foster can’t talk trash. At least, not for the next 45 minutes, anyway. The pair are currently catching up on a Zoom call with Vanity Fair to discuss their new Broadway show Once Upon a Mattress. Foster is at home in New York City, where, in a few short hours, she’ll don Princess Fred’s wig (complete with grime and moss) for that evening’s performance. Meanwhile, Sherman-Palladino is riding shotgun next to her husband and collaborator, Dan Palladino, en route to Long Island to start edits on their upcoming show Étoile. “Don’t say anything bad about me,” Palladino shouts from behind the steering wheel. “Alright, I’ll hold back,” says Foster, to which Sherman-Palladino quips: “We’ll have to do it on a different phone call.”

Foster and Sherman-Palladino have been working together for over a decade, first pirouetting their way through 2012’s single season of Bunheads, which Sherman-Palladino cocreated, wrote, and directed, and Foster starred in. Then came 2016’s Gilmore Girls: A Year in the Life. And now it’s Once Upon a Mattress, the 1959 musical spin on “The Princess and the Pea” that centers on the aforementioned brash and independent Princess Winnifred (Fred for short)—a role originated by Carol Burnett in her first star turn on Broadway, and now held by Foster. Once Upon a Mattress is Sherman-Palladino’s own Broadway debut, having adapted the original book, written by Jay Thompson, Dean Fuller, and Marshall Barer. (After concluding its off-Broadway run at NYC’s City Center back in February, the show is currently at Manhattan’s Hudson Theatre.)

“First of all, you don’t say no to Sutton Foster,” Sherman-Palladino explains on taking the leap to Broadway. “That’s important. I learned that a long time ago.” Foster’s Mattress costars include Michael Urie and Ana Gasteyer. “I’ve known for a long time that Sutton is half-Muppet. Jim Henson is stamped on her ass somewhere,” she says, while Foster laughs. “Watching Sutton perform is one of the greatest joys of my life. There’s so much that she can do, and I still think people haven’t seen a quarter of what is in her,” Sherman-Palladino continues. “I think there are certain talents that come along once-in-a-lifetime, and I have been very privileged to be along for the Sutton Foster ride. I will hang onto her coattails for as long as I can, until my arthritis makes me let go.”

Here, the two discuss how the show came to be, their collaborative partnership, and also jazzercise.

Vanity Fair: Amy, what made you want to adapt Once Upon a Mattress?

Amy Sherman-Palladino: Sutton’s text that said, “Hey, do you want to adapt Once Upon a Mattress?” And I went, “Okay.” I drive a hard bargain. It has to be, at least, a five-word text.

Look, I will do anything for Sutton. If Sutton said, “You need to murder these people,” I wouldn’t ask why.

Quite frankly, there’s not a lot of thoughtful comedy parts for women out there, but this felt natural. In the line of comedians, it’s Lucille Ball, Carol Burnett, and Sutton Foster—they are the holy trio. It just seemed like a no-brainer. Then I forgot to tell my agents, and they got some sort of deal memo, and they called me in a panic. They’re like, “You agreed to this, and I don’t know if you know it’s a City Center show, so you’re only going to get three cents and a water bottle.” And I’m like, “Yeah. Yeah. Yeah. That’s fine.” They’re like, “But we can maybe go back…” I’m like, “You’re not going to go back. It’s City Center. I’m glad they have a curtain. Let’s do this. It’s Sutton. What are you talking about? Go away. Go back to the San Vicente bungalows, and enjoy yourselves there.” So, it became this really fun thing that I could do for my girl, and then, suddenly, it’s going to Broadway, and I’m like, “Oh, shit. Okay. I’m going to have to shave my legs for that one.” That’s the long, complicated journey of me doing Mattress.

Sutton, what made you text Amy about Mattress to begin with?

Sutton Foster: Well, I’m naïve, and green, and I—

Sherman-Palladino: Says the two-time Tony winner.

Yeah, I wouldn’t call you green…

Foster: Well, Lear DeBessonet, the director, approached me about doing Mattress at City Center. I didn’t really know the show very well. I knew that Carol Burnett had starred in it, I knew the song “Shy,” and I knew that it was based on “The Princess and the Pea.” But I hadn’t even read the script. That’s why I say I’m a little naïve and green. Lear asked me to do the show, and she wanted to bring someone in to punch up the script. I was like, “Why don’t we ask Amy?” It was just a gut feeling. Amy is the funniest writer I know. Sorry, Dan.

Dan Palladino: It’s okay.

Foster: Her voice is so singular. Amy, you’re Princess Fred. You’re one of a kind. So I texted Amy, and the next thing you know, Lear, Amy, and I were all on a text thread. I still hadn’t read the script, but the three of us got on a call and started bouncing ideas around, trying to come up with funny things for me to do. Amy, you had a real task ahead of you—taking something written in 1959 with a lot of voices attached to it. Amy was able to weave this beautiful thread and honor everyone that has come before, while providing me with just some ridiculous-ass things that I get to do.

Sherman-Palladino: I always look at [a new project] like, Let’s look at the chicks first and make sure they’re not dumb and that they have something to say. They’re not window dressing. And Sutton just said, “I want to be as gross as possible. I want to be absolutely disgusting and vile.”

Foster: I’ve never had an entrance like the first scene you created for me. It’s insane. It’s the greatest introduction of a character.

Who or what inspired your take on Princess Fred?

Foster: A lot of it was already there. It’s this fish-out-of-water story of a woman from another land who is completely hungry for adventure. There was this freedom to be unleashed. She’s full of curiosity and is really uncomplicated. And she loves to touch everything.

Sherman-Palladino: And eat everything.

Sutton, between playing Marian in The Music Man and Mrs. Lovett in Sweeney Todd in the past two years alone, you’re obviously no stranger to bringing iconic characters to the stage. What’s your approach to recreating these characters and making them your own?

Foster: Probably not reading the script or watching anything! I’ve played a lot of intimidating characters that have been played by amazing people, so I try to treat it as if it’s never been done, because I can so easily get intimidated or bogged down by someone else’s interpretation. I try to discover the role through new eyes. I go in curious and try to bring as much of myself to it. Princess Fred is basically an unhinged version of myself, which is really fun.

So had you not seen any of Carol Burnett’s version of Mattress on TV? You can watch it on YouTube.

Foster: I watched one thing: her mattress sequence. Because I was like, How do I stay onstage for three minutes in total silence, while bouncing around on a mattress? I wanted to see what she did so that I could get ideas. I needed a jumping-off point.

Sherman-Palladino: The thing about Sutton is you relate to her as a human, even while she’s pulling leeches off of her back or shit out of her hair. There’s a groundedness to her naturally, no matter how silly she gets. You can see the person underneath the weirdness. I think that’s a unique quality that puts Sutton on a level that no one else can touch right now. I stand by that statement.

Amy, what’s it been like for you to experience a collective audience responding to your writing in real-time, night after night, as opposed to at home, watching TV alone in their living rooms?

Sherman-Palladino: It’s unbelievably stressful. During that opening night, I was dressed like a rabbi for some reason that I can’t quite fathom. If you look at a picture of me from opening night, everyone is in fun colors, and I look like I should be saying Kaddish. I don’t know what happened there. But on opening night I was like, Oh, I could have punched up that line. The thing about film is you can go back to the editing room. If something isn’t working, you can throw it out or do some looping—there’s a lot of movie magic that you can do to tighten things up. But when a show is happening live, I keep thinking about all of the things I could have done differently. It was a very hard evening for me, and I couldn’t wait for a cocktail. But everybody in the audience was having such a good time. There was a kid in front of me who was so invested in the show, I know the kid went home immediately and said to her parents, “Sign me up for every drama class there is.” Those parents are now going to be doing nothing but driving that kid to dance and singing classes. Their lives are over as they knew it.

Sutton, I don’t remember the last time I’ve seen so much physical comedy on stage. There’s one scene in which you stuff what must be 50 grapes into your mouth at once.

Foster: My dad is very concerned about me choking on the grapes. And falling off the bed.

What kind of work did you have to do to prepare?

Foster: I have a lot of mysterious bruises.

Sherman-Palladino: You teach jazzercise, you weirdo!

Foster: I do. I have a side hustle as a fitness instructor. So, I have been working very hard getting in shape, because I didn’t want to have any physical limitations. My biggest concern is that I’m not 25 anymore and I’m like, How do I maintain this for eight shows a week? But I do believe that everything has to be rooted in some sense of reality, honesty, and truth, and if it’s rooted in that, then you can do anything.

A common theme throughout the show is the feeling of being an outsider. When was the last time you both felt shy or like an outsider yourselves?

Sherman-Palladino: About 15 minutes ago! I always joke that if I ever write an autobiography, it’s going to be called Fraud. I don’t understand that when I show up to set, there are 100 people who are going to do what I tell them to do. I don’t understand that. I think that they’re all nuts. I’m a writer because I do not want to be seen. I like to have the words speak for themselves. I think a lot of writers get into this business because it’s a way to hide, and yet, your words are telling people who you are. I’ve put direct arguments with family members and friends into scripts, word for word. As a writer, I think the outsider thing is pretty universal, if I’m being honest.

Foster: As an actor, I get to say other people’s words and play characters who are very confident. And I feel very confident and assured onstage, but in real life, I’m definitely more of an introvert. I’m shy; I’m not the person in the center of a party. Even going to work, I’m like, Oh my God, that’s my picture and my name up there. There’s a lot of pressure. Everyone’s here and I can’t fuck it up.

Sherman-Palladino: But then you’re like, Wait a minute…

Foster: Yeah. It takes great courage to create your own lane, to have your own voice, like Amy.

Sherman-Palladino: Well, I’m an only child. I had no one else to argue with.

Foster: But I always think when you blaze your own trail, you can be inspired by all the people that have come before you, and yet you create your own path forward.

Sherman-Palladino: You have to be willing to fail, because it ain’t always going to work.

Is there another show you could foresee doing together in the future?

Sherman-Palladino: I’ve got ideas, Foster. I’ve got ideas.

Foster: Good. I’m ready.

Sherman-Palladino: We can talk.

Foster: I would do anything for Amy. Anything. I feel like the luckiest girl in the world.