Queen Grosioso is in a quandary. She is loathe to admit her age, but her son's 21st birthday is forcing her to acknowledge the march of time. Her privy councillor is scheming to take over the kingdom. And if that weren't enough, a distractingly fetching young man has appeared in her palace, sending her lusty heart all a-twitter. What's a self-absorbed, over-the-top, not-the-brightest-porchlight-on-the-block old queen supposed to do?Why, she must dance, of course. Dance and sing and have a riotously good time, courtesy of directors Paul Whitworth and Terry Barto's delightful revival of Shakespeare Santa Cruz's The Princess and the Pea, at the UCSC Mainstage Theatre. With a clever script by Kate Hawley and appealing music by Adam Werwick, this grand production transforms a classic fairy tale, about a highly sensitive princess who is unable to sleep due to a pea under her stack of mattresses, into a charming entertainment about the importance of living a truthful life.

The Queen's son, Prince Royal (Max Baumgarten), has just learned from his father's will that once he is of age, he may become king as soon as he marries a princess. He publishes a royally clueless personal ad and sets out to find a wife. Soon he meets Victoria, the Princess of Veracity (the excellent Jennifer Parkford), who has set out from her palace disguised as a boy, in order to learn more about the prince's offer. Their first scene together, in which she teaches him how to dance, is sheer delight. Parkford is a natural, with a winning, confident stage presence; Baumgarten is less sure of himself as a performer, especially when he sings. But together they make a convincing pair, and from the beginning we are rooting for their success.

This scene also features the evening's most magical character, Royal's faithful friend Ted, a good-natured bear who is wonderfully performed by Alexandra Pucci in a truly fabulous bear suit by costume designer B Modern.

Back at the palace, two other aspiring princesses await the prince, and, they hope, a shiny, lazy future: the Princess of Pretencio (Christine Behrens) and the Princess of Balonio (Tiffany Polite). Both Behrens and Polite are marvelously hammy and perform well together. Act 2 opens with the stand-out number "To Be a Princess," in which they sing, "The most important thing you can do/ Is to find a prince who wants to marry you." This less-than enlightened perspective on human relations is delivered by the princesses in separate bathtubs, complete with eye-popping bubble-bath costumes that must be seen to be believed.

Meanwhile, the Queen's nasty privy councillor, Ratatouille (the effective Joseph Ribeiro), is working hard to ensure that the Prince's plan to marry will fail. Ratatouille wants to marry the Queen so that he may rule the kingdom, and like any corrupt ratfink politician, he is willing to do anything to get what he wants.

The Queen (the top-notch Suzanne Grodner) is alternately pleased, perplexed, and put out by Ratatouille's scheming. Grodner's performance is a marvelous study in comic vanity and vapid self-absorption; every scene she is in is a treat, notably when Ribeiro sings to her of the dreary future that awaits her should she find herself replaced by a new queen ("Dear Old Queen Mum").

Fairy tales endure because they appeal not only to children but to grown-ups whose inner lives are plenty familiar with the stories' perennial themes: love and betrayal, desire and greed, the search for personal integrity. While the adults in the audience can thrill to the superb sets, choreography, music, costumes, and the fun, well-done production numbers, kids will also love this Princess (on opening night they were out in joyous force). In addition to the dancing bear there is Ducky (Suzanne Schrag) and her adorable brood of Ducklings (a sextet of fifth-graders), as well as the endearingly anxious Court Jester Chester (Mike Ryan) and his stick-puppet Bill. If the play runs a little long—two and a half hours, with the second act a tad draggy in spots—the audience doesn't seem to mind one bit. Indeed, as befits the classic British "panto" tradition, the audience here is as much a part of the show as the performers. Who wouldn't dream to frolic with a dancing bear?

THE PRINCESS AND THE PEA, written by Kate Hawley, composed by Adam Wernick and directed by Paul Whitworth and Terry Barto, plays on the UCSC Mainstage through Dec. 16. Tickets are $14-35; 831.459.2159 or www.shakespearesantacruz.org.

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