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Mattress, also known as Once Upon a Mattress, is the twelfth episode of Glee's first season and the twelfth episode overall. It premiered on December 2, 2009.

When the Glee Club is left out of the yearbook because of budget cuts, everyone seems to be relieved that they won't have to suffer the ridicule of years past. Everyone except Rachel, who wants her legacy cemented in print. Meanwhile, Quinn makes it her mission to be in the Cheerios yearbook photo despite her pregnancy, and Terri and Will's relationship is shaken to its core.

The episode was directed by Elodie Keene and written by Ryan Murphy.


Will sits with Emma and Ken in the teacher's lounge. They tell him that their wedding will be the following Saturday, on the same day as Sectionals. Sue walks in with a pair of black eyes, the result of having some work done prior to yearbook pictures. Sue tells Will she convinced Figgins not to allow Glee Club to have a yearbook picture this year.

In the choir room, Kurt explains to everyone that not having a yearbook picture may save from them countless hours of ridicule. Everyone seems to agree, at which point Will comes in and promises them he will fight to get their picture in the yearbook.

When Will complains to Figgins, the principal tells him his only option is to buy a quarter-page ad for Glee for $325. That will be enough room for two members. Figgins suggest he pick Finn and Santana, since they are least likely to have their faces vandalized. Rachel barges into the room demanding Glee have a picture before Will tells her the news.

Rachel explains in a voiceover that she has joined every club possible in order to get her picture in the yearbook dozens of times. Unlike her other clubs however, Rachel is particularly proud of Glee.

Quinn is watching Santana and Brittany as they look trough the yearbook and is saddened she's not on the Cheerios anymore. She decides, she wants to be on the squad again once the yearbook photos are being taken.

Terri tells Will that he cannot use family funds to buy the ad for Glee. Will writes Figgins a check anyway, but asks him to wait a few days before cashing it.

Will tells New Directions they must pick two team captains for the photo. Every single vote is for Rachel, and nobody else wants to be in the picture as they are all afraid of being defaced and ridiculed.

Glee Defaced Yearbook Old

Will asks Emma how to find another kid to be in the picture. She apologizes for having to miss sectionals, and Will thinks Ken scheduled the wedding conflict on purpose. Emma defends Ken and Will ends up apologizing.


Will asks Rachel to pick a co-captain. Everyone she contacts comes up with bogus excuses. Eventually she's able to convince Finn to do the picture with her. Rachel says she is going to teach Finn how to smile correctly via them singing a duo of Lily Allen's Smile.

Several of Finn's football teammates tell him they are already planning to deface his Glee picture. Finn ends up not showing up for the photo shoot and Rachel was about to give up but decided to take the picture without him. (When You're Smiling). When the photographer tells Rachel he is directing a commercial, she convinces him to cast her and the glee club. Rachel tells Glee clubbers she's landed them their first "big break." The commercial is for mattresses and all the guys are excited.

During the read-through, Rachel is able to convince the storeowner to let them sing a mattress-hopping version of Jump as the commercial instead of a cheesy scenario.


While looking for his pocket square, Will finds one of Terri's old fake pregnancy bellies. Furious, he goes to the kitchen and demands she show him her belly. The discovery leads to a huge fight, with Terri explaining the origins of the lie and telling him about adopting Quinn's baby. "I loved you Terri," he says. "I really loved you." and he storms out of the apartment.

At school Will finds a stack of new mattresses given to Glee from the storeowner. He opens one and puts it in his office, in order to spend the night there.

Sue spots the Glee kids' mattress commercial on TV. Quinn asks Sue to be in the cheerleader photo, however Sue dismisses this idea and tells her about how they won't be able to sing at Sectionals since they lost their amateur status trough the commercial.


Sue goes to Figgins and tells him that as New Directions has performed in a commercial and accepted payment for it (the mattresses), their amateur status has been revoked and they are no longer eligible for Sectionals. Worse, as one of the mattresses has been slept on, they cannot be returned or even given away. Will admits that he slept on the mattress as his marriage is in serious trouble. Figgins is sympathetic, but tells Will that his hands have been tied by the school board... the club is finished.

Quinn shows up in Sue's office in her Cheerios uniform (showing a very noticeable baby bump). Quinn reminds her of all the swag she's been giving the Cheerios over the years. Quinn demands a full-page photo be given to Glee and she also demands a photo in the yearbook. Sue says she has to be in the back so no one sees her enormous belly, but tells Quinn that she reminds her of a young Sue Sylvester. Quinn changes her mind about being in the Cheerios again, stating that she would rather be part of a club that is proud to have her as a member.

Emma tells Will he should focus on his own life. She says, though she wouldn't do what Terri did, she understands Terri's intentions in lying to Will.


Will tells the Glee kids that he has fixed it so that they can still compete at Sectionals, as he slept on the mattress, he is the one who accepted payment. As a result, only he is disqualified, but now cannot join them at competition. Everyone balks at this, certain they can't win without him there (they're not even convinced they can win with him there). Will reassured them that "If you can't win without me there, then I haven't done my job," he tells them. He asks that they take their Glee photo with pride, which they do.

While getting ready for the picture the Glee kids sing Charlie Chaplin's Smile.

We then see that the photo is mercilessly defaced by the jocks.


Song Title Original Artist Performer(s)
Smile Lily Allen Finn Hudson and Rachel Berry
Jump Van Halen New Directions
Smile Charlie Chaplin

Unreleased Songs[]

  • When You're Smiling by Louis Armstrong sung by Rachel Berry.

Background Songs[]

  • You Might Think by The Cars. Background song during Rachel's search for co-captain.

Guest Cast[]

Guest Stars[]



  • This episode was originally called Once Upon a Mattress, but for some reason was shortened to just Mattress. This is perhaps due to the copyright conflict that could be generated due to a play with the same name.
  • In many countries they still used the original title, but translated: "{Erase una vez un colchón" (Once Upon a Mattress) in Mexico and Spain and "Era Uma Vez Um Colchão" in Brazil.
  • When the photographer of the shoot begins to pack his things up, Rachel tells him he hasn't even seen her 'over-the-left-shoulder pose' yet, which just so happens to be Lea's signature pose.
  • It was shown that Rachel has joined many clubs in order to appear in yearbook photos, including the Black Student Union, the Renaissance Club and the Muslim Student Club. In 2009, it is revealed that she had joined said clubs at the time of the events shown in Pilot.
  • The scene where Rachel announces her idea about the mattresses commercial is used as a flashback in Saturday Night Glee-ver.
  • In the Thunderclap, under Sue Sylvester's picture, it is also shown that she is the coach for the diving team.
  • The photographer of the yearbooks makes a cameo in the first season of The Glee Project as the photogropher in the group's first music video, Firework.
  • When Kurt plays the piano after Mr. Schue gives Figgins the cheque, the notes are the first five notes of the C major scale, then the first five notes of the D major scale.
  • During the scene where Will finds out about Terri, he says the lines, "Are you happy? Are you satisfied?". Nine episodes later, in Funk, Vocal Adrenaline performs Another One Bites The Dust, which includes those same lines.


  • Underneath New Directions' picture in the Thunderclap, it mistakenly says "Nathan Puckerman" instead of "Noah Puckerman." Also, for Brittany's name, it just says "Brittany." This is probably because her last name "Pierce" isn't mentioned until the Season 2 episode Britney/Brittany. Also, Tina is just listed as "Tina C."
  • Matthew Morrison's mark (red x) is clearly visible between his feet when he drops the mattress on the floor in his office.
  • The word "counselor" is misspelled (omitting the O) in this edition of the Thunderclap.


I want my kids to be able to look back at these books and see who I was, make them proud — not the bastard one I'm carrying now, of course — the ones I'll have when I'm married and ready.


Looks like everyone voted for Rachel, including Rachel


School pictures are everything to me. They’re great practice for the paparazzi


Get out of my office... if you can manage squeezing through the door without your water breaking all over my new carpet.


Will: I'm thinking about leaving my wife.
Sue: Well, I didn't see that one coming at all.

Will and Sue

And what if I were to innocently murder you, Will? I'd still have to go to trial. [I'd] probably get off for justifiable homicide.


You're too busy chasing tail and loading your hair with enormous amounts of product. Today, it just looks like you put lard in it.

Sue to Will




Behind the Glee Mattress


v - e - d

Glee Episodes

Season One
PilotShowmanceAcafellasPreggersThe Rhodes Not TakenVitamin DThrowdownMash-UpWheelsBalladHairographyMattressSectionalsHell-OThe Power of MadonnaHomeBad ReputationLaryngitisDream OnTheatricalityFunkJourney

Season Two
AuditionBritney/BrittanyGrilled CheesusDuetsThe Rocky Horror Glee ShowNever Been KissedThe SubstituteFurtSpecial EducationA Very Glee ChristmasThe Sue Sylvester ShuffleSilly Love SongsComebackBlame It on the AlcoholSexyOriginal SongA Night of NeglectBorn This WayRumoursProm QueenFuneralNew York

Season Three
The Purple Piano ProjectI Am UnicornAsian FPot o' GoldThe First TimeMash OffI Kissed a GirlHold on to SixteenExtraordinary Merry ChristmasYes/NoMichaelThe Spanish TeacherHeartOn My WayBig BrotherSaturday Night Glee-verDance with SomebodyChokeProm-asaurusPropsNationalsGoodbye

Season Four
The New RachelBritney 2.0MakeoverThe Break-UpThe Role You Were Born to PlayGleaseDynamic DuetsThanksgivingSwan SongGlee, ActuallySadie HawkinsNakedDivaI DoGirls (and Boys) on FilmFeudGuilty PleasuresShooting StarSweet DreamsLights OutWonder-fulAll or Nothing

Season Five
Love, Love, LoveTina in the Sky with DiamondsThe QuarterbackA Katy or A GagaThe End of TwerkMovin' OutPuppet MasterPreviously Unaired ChristmasFrenemiesTrioCity of Angels100New DirectionsNew New YorkBashTestedOpening NightThe Back-Up PlanOld Dog, New TricksThe Untitled Rachel Berry Project

Season Six
Loser Like MeHomecomingJagged Little TapestryThe Hurt Locker, Part OneThe Hurt Locker, Part TwoWhat the World Needs NowTransitioningA WeddingChild StarThe Rise and Fall of Sue SylvesterWe Built This Glee Club2009Dreams Come True