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State Fair
State Fair
Actors: Jeanne Crain, Dana Andrews, Dick Haymes, Vivian Blaine, Charles Winninger
Director: Walter Lang
Genres: Musicals & Performing Arts
NR     1999     1hr 40min

"I've got that nice, tired old feeling," says Pa Frake near the end of the gentle, sunny 1945 film, State Fair. The Rodgers and Hammerstein music, commissioned while Oklahoma was still making musical-theater history, fee...  more »


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Movie Details

Actors: Jeanne Crain, Dana Andrews, Dick Haymes, Vivian Blaine, Charles Winninger
Director: Walter Lang
Creators: Leon Shamroy, J. Watson Webb Jr., William Perlberg, Oscar Hammerstein II, Paul Green, Philip Stong, Sonya Levien
Genres: Musicals & Performing Arts
Sub-Genres: Musicals
Studio: 20th Century Fox
Format: DVD - Color,Widescreen - Closed-captioned
DVD Release Date: 04/27/1999
Original Release Date: 08/30/1945
Theatrical Release Date: 08/30/1945
Release Year: 1999
Run Time: 1hr 40min
Screens: Color,Widescreen
Number of Discs: 1
SwapaDVD Credits: 1
Total Copies: 0
Members Wishing: 0
MPAA Rating: NR (Not Rated)
Languages: English
Subtitles: English, Spanish
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Member Movie Reviews

Reviewed on 1/1/2023...
A must for playgoers!
Traci T. (myhandsful) from CHINO HILLS, CA
Reviewed on 11/10/2011...
I knew I always had loved this movie and I was right! My young family seeing it for the first time enjoyed it too.
0 of 1 member(s) found this review helpful.
John N. from EAU CLAIRE, WI
Reviewed on 7/22/2011...
An old classic that has stood the test of time. It's a wonderful movie.
0 of 1 member(s) found this review helpful.
Tonia W. (tonia) from ARANSAS PASS, TX
Reviewed on 10/10/2010...
For anyone who has lived in Iowa and loves musicals, this movies provides a great satisfying taste of both. Not a perfect movie, but a perfectly delightful entertaining visit to rural America; Sweet, funny, and poignant; but the real love story here is with an era of slower, more innocent times gone by.
1 of 1 member(s) found this review helpful.

Movie Reviews

Impressive DVD package
Byron Kolln | the corner where Broadway meets Hollywood | 04/30/2006
(5 out of 5 stars)

"This lovely new 60th Anniversary DVD edition of STATE FAIR is a must for all musical fans and Rodgers and Hammerstein II enthusiasts. Featuring the duo's only score written exclusively for Hollywood, and based on the novel by Phil Stong (which had been previously filmed, very successfully, in 1933 with Janet Gaynor and Will Rogers), the musical STATE FAIR is full of homespun charm and lovely performances, enhanced by Technicolor photography and of course the accomplished R&H score.

During their annual visit to the Iowa State Fair, the Frake family enjoy many adventures. Proud patriarch Abel (Charles Winninger) has high hopes for his champion swine Blueboy; and his wife Melissa (Fay Bainter) enters the mincemeat and pickles contest...with hilarious results. Their children, however, have romance on their minds. Wayne (Dick Haymes) falls head over heels for flashy bandstand singer Emily (Vivian Blaine), whilst Margy (Jeanne Crain) finds the man of her dreams in the worldly-wise journalist Pat (Dana Andrews). Rodgers and Hammerstein's score features the beautiful Academy Award-winning song "It Might as Well Be Spring", not to mention a rich tunestack of "That's for Me", "All I Owe Ioway", "Isn't It Kinda Fun?" and "It's a Grand Night for Singing".

The cast is simply superb. Charles Winninger, who had been the original Capt'n Andy in Oscar Hammerstein II's "Show Boat", is a warm presence as the father, with Fay Bainter (Oscar-winner for "Jezebel") also heavily scoring as the wife. Dick Haymes, with his clean-cut good looks and smooth crooning voice, is likewise a perfect fit for Wayne. Vivian Blaine, in probably her best film appearance up to that time, is a postive delight as Emily, and with her flaming red hair and gorgeous gowns, we can understand completely why Wayne would fall so quickly under her spell! Her film career all but ended with this movie but she later went on to find her greatest role as Miss Adelaide in the original Broadway production of "Guys and Dolls", later reprising her efforts for the film version.

Just as the 1933 version was intended as a star vehicle for Janet Gaynor, so too was this 1945 version. Jeanne Crain was the main starlet at Twentieth Century-Fox and the studio tailored this film as a showcase for her beauty and all-American wholesomeness. But, Crain was not a singer, so her voice was dubbed by Louanne Hogan (who later made a career out of dubbing for Crain in other films like "Margie" and "You Were Meant for Me").

The DVD looks fabulous and the original Technicolor negatives have been beautifully-restored for this new release. Audio commentary is provided by film historian Richard Barrios and Tom Briggs who co-wrote the subsequent 1996 Broadway version of the musical.

But the fun does not end there...

This new DVD set also includes the seldom-seen or heard 1962 remake of STATE FAIR. Since Oscar Hammerstein had by this point passed away, Richard Rodgers went back to the drawing-board and wrote several new songs for the score ("This Isn't Heaven", "Willing and Eager", "More Than Just a Friend", "Never Say 'No' to a Man", "The Little Things in Texas") joining the classic numbers from the '45 version.

Apart from the re-setting of the story to the annual Texas State Fair, the rest of the story plays out mostly in the same way including all the favourite storylines (the lovesick Blueboy and the spiking of Melissa's mincemeat). But to keep in step with modern audiences, a few of the characters were slightly changed with Wayne (played by Pat Boone) now a race car driver.

The performances here are also very fine. Tom Ewell, as Abel, gives a wonderful gravity to the story and Alice Faye (returning to movies after a 30-year retirement) invests a lot of heart, sincerity and knowing comedy to the role of Melissa. Young starlet Pamela Tiffin, as Margy, is the very picture of wide-eyed innocence and Pat Boone brings a lot of depth and earnestness to Wayne. Ann-Margret (at the very apex of her sex-kitten phase) and Bobby Darin are likewise wonderful as the objects of affection for Wayne and Margy respectively.

Filmed primarily on location, this STATE FAIR is a lot more expansive and cinematic than the 1945 version. The musical numbers are very well-executed, the big highlight perhaps Ann-Margret's steamy rendition of "Isn't It Kinda Fun?" with a group of red velvet-clad beatnik male dancers. Pat Boone's jubilant "That's for Me" and the aching ballad "It Might as Well Be Spring" (dubbed for Tiffin by voice double Anita Gordon) are also well-staged. Of the new numbers, perhaps the best is "This Isn't Heaven", a perfect dreamy ballad for crooner Bobby Darin. Pat Boone and Ann-Margret also make good with the pretty "Willing and Eager". "The Little Things in Texas" could have turned into a throwaway number but Alice Faye and Tom Ewell hit the mark beautifully.

The CinemaScope image has been cleaned up very well for the film's DVD debut. Audio commentary is provided by Pat Boone who offers some cherished memories of working with his co-stars and director Jose Ferrer.

Also featured on this 2-disc set is a documentary "From Page to Screen to Stage" charting the making of the various STATE FAIR's as well as the 1996 Broadway musical version; the pilot for the TV series starring Vera Miles and an excerpt from the 1954 Rodgers and Hammerstein/General Foods TV special, of Mary Martin performing "It Might as Well Be Spring".

An amazing DVD package and highly-recommended."
Wonderful Musical, but.........
Peter Prainito | Lombard, IL USA | 07/25/2001
(3 out of 5 stars)

"As far as the story, cast, and songs go, State Fair is a warm nostalgic film which is highly enjoyable. I bought the DVD for what I hoped would be an improvement over my VHS. I was disappointed by the audio and video quality of the DVD to be quite honest. The audio is so low that I really had to crank up my receiver to get an acceptable volume. Afterall, this is a musical isn't it? In the early part of the film when Jeanne Crain is singing "It Might As Well Be Spring", there seemed to be little gnats flying around her face. In reality they were spots on the film that SHOULD HAVE BEEN CLEANED UP. This condition improved later on, but come on! These Rodgers and Hammerstein musicals should have been given a lot more loving care than they have received. I say this because other musicals in the series also have problems. The audio and video on State Fair needs some restoration, the kind that is afforded other classic films. Otherwise, a worthwhile purchase."
Warm and Wonderful
Bobby Underwood | Manly NSW, Australia | 10/16/2005
(5 out of 5 stars)

"This warm and wonderful film is one of the truly great American musicals, yet is also the least talked about. A terrific cast and some of the best songs Richard Rogers and Oscar Hammerstein II ever gave birth to make this Walter Lang film a real treat. It will always bring a smile to your face no matter how many times you see it. It is much like "On Moonlight Bay" in that it is a fine family film with a rural setting, nearly bursting with traditional American values. The fact that it contains some great songs that are worked into the story in a natural and not artificial way is a big bonus.

The Frake family in Iowa are all ready for their annual and much beloved trip to the State Fair. Young and pretty Margy Frake (Jeanne Crain) is excited that she might meet the fella that will change her life. Her brother Wayne (Dick Haymes) has been practicing the ring-toss all year so he can get even with the carny who gave him a bum prize last year. Their pa, Abel (Charles Winninger), is excited about his pet boar, Blueboy, winning the grand prize this year. Percy Kilbride has a fine part as Abel's old pal, Dave Miller. They have a five dollar bet on whether they'll all have a good time at the fair this year.

Their mother, Melissa (Fay Bainter), is entering her pickles and mincemeat and has dreams that she will win this year over the snooty Mrs. Metcalf. Pa sneaks some brandy into her mincemeat when she's not looking that might just give her the edge this year. Donald Meek has a funny role as one of the judges, Hippenstahl, who is delighted by the taste, and the aftereffects, of Melissa's mincemeat!

Dana Andrews is a reporter for the Des Moines Register named Pat, who thinks he's seen the world until he meets the sweet Margy. They spend the three days together as much as possible, but once their time is over, he is on his way to Chicago for a big promotion. Margy loves him, of course, and he may discover he can't live without her either.

Wayne will meet and have a romance of sorts with a beautiful singer, Emily Edwards (Vivian Blane). But his taste of the real world will make him appreciate his girl back home, Eleanor (Jane Nigh). It is very funny as he and his sister make up excuses to ditch each other and have their romances. Even Blueboy gets hit by the love bug, as the "pretty" Esmerelda catches his eye!

The spectacle and fun of the State Fair and what it means in the lives of the Frake family is captured beautifully by the color photography of Leon Shamroy. It should get listed as one of the stars of this film. Adapted by Sonya Levien and Paul Green from a novel by Philip Stong, this is a heartwarming and happy look at America's heartland and all that is good about our past.

Songs like "It Might As Well Be Spring" and "It's A Grand Night For Singing" are easy to take and don't seem forced at all. You never get that "they're going to sing now" feel for any of the numbers. They are very enjoyable and help move the story along. "It Might As Well Be Spring" won the Academy Award. The music is marvelous, and so is this film.

Everyone is just great here, with the lovely Jeanne Crain a particular standout. Harry Morgan has a nice bit as the carny Wayne gets even with, and if you look quick for Coleen Grey you might catch her. Charles Winninger is winning, as are Fay Bainter and Dick Haymes. Percy Kilbride was always amusing and this was one of Dana Andrews' best roles after the magnificent "Laura."

This film will make you nostalgic. It has the feel of sitting on your front porch in the middle of summer with a glass of iced tea, the scent of honeysuckle in the air and Virginia Creepers twisting around the arbor. This is one of the best American musicals and one you don't want to miss.