# State Fair (1945 film)
**State Fair** is a 1945 American Technicolor musical film directed by Walter Lang, with music by [Richard Rodgers](https://www.edgepedia.org/richard-rodgers) and lyrics and screenplay by [Oscar Hammerstein II](https://www.edgepedia.org/oscar-hammerstein-ii), adapted from the 1933 Twentieth Century-Fox film of the same name, which was itself based on Phil Stong's 1932 novel. It follows the Frake family of Iowa on their annual trip to the state fair, where the parents compete for prizes and the two grown children find romance. The film won the Academy Award for Best Music, Original Song for "It Might as Well Be Spring" and was [Rodgers and Hammerstein](https://www.edgepedia.org/rodgers-and-hammerstein)'s only musical written directly for the screen.[1](https://catalog.afi.com/Film/24599-STATE-FAIR) • [2](https://www.tcm.com/articles/86567/state-fair-1945)
| Key fact | Detail |
|---|---|
| Source | Musical remake of Twentieth Century-Fox's 1933 film *State Fair*, based on the novel by Phil Stong (New York, 1932)[1](https://catalog.afi.com/Film/24599-STATE-FAIR) |
| Director / producer | Walter Lang; produced by William Perlberg for Twentieth Century-Fox Film Corp.[1](https://catalog.afi.com/Film/24599-STATE-FAIR) |
| Principal cast | Jeanne Crain (Margy Frake), Dana Andrews (Pat Gilbert), Dick Haymes (Wayne Frake), Vivian Blaine (Emily Edwards), Charles Winninger (Abel Frake), Fay Bainter (Melissa Frake)[2](https://www.tcm.com/articles/86567/state-fair-1945) |
| Format | Technicolor, Western Electric Mirrophonic sound, 100 minutes, 11 reels[1](https://catalog.afi.com/Film/24599-STATE-FAIR) |
| Songs | "Our State Fair," "It Might as Well Be Spring," "That's for Me," "It's a Grand Night for Singing," "Isn't It Kinda Fun," and "All I Owe Iowa," music by Richard Rodgers, lyrics by Oscar Hammerstein II[1](https://catalog.afi.com/Film/24599-STATE-FAIR) |
| Academy Awards | Winner, Best Music, Original Song ("It Might as Well Be Spring"); nominated, Best Music, Scoring of a Musical Picture (Alfred Newman, Charles Henderson)[3](https://rodgersandhammerstein.com/production/state-fair/1945-original-motion-picture/) |
| Premieres | World premiere in Des Moines, IA, 29 Aug 1945; New York opening week of 30 Aug 1945; Los Angeles opening 5 Oct 1945[1](https://catalog.afi.com/Film/24599-STATE-FAIR) |
## Spoilers
### Plot
The Frake farm, Iowa, late summer. Abel Frake (Charles Winninger) has spent the year fattening a boar named Blue Boy and talks about the hog the way other men talk about racehorses. His wife Melissa (Fay Bainter) is entering pickles and mincemeat, and she is quietly deciding to do something scandalous: add brandy to the mincemeat, a gamble against the judge who has favored her rival for years. The children have their own stakes. Margy ([Jeanne Crain](https://www.edgepedia.org/jeanne-crain)) is engaged to a steady hometown boy, Harry, and dreads settling down without ever having seen anything of life. Wayne ([Dick Haymes](https://www.edgepedia.org/dick-haymes)) is still furious at a carnival barker who cheated him at the ring toss the previous summer and has come back to even the score.
At the fairgrounds the family splits up, and so do the storylines. Margy, selling mincemeat at the Frake booth, is approached by Pat Gilbert ([Dana Andrews](https://www.edgepedia.org/dana-andrews)), a slick, charming reporter for the Des Moines Register who is covering the fair. He buys her mincemeat sandwiches, walks her through the crowds, and shows her a world of hotels, nightclubs, and newspapermen that makes her engagement look like a sentence. Wayne tracks down the barker at the ring-toss concession, and falls hard for Emily Edwards (Vivian Blaine), the brassy star of the fair's big revue, who is far more worldly than any girl from home.
**The scene people remember is Margy singing "It Might as Well Be Spring," staged as a girl at her fair-hotel window while the midway stirs below her.** Crain's singing was dubbed by Louanne Hogan, but the performance is all hers: restless, half-ashamed of her own discontent, singing one of the great songs about wanting something you cannot name[6](https://emanuellevy.com/review/state-fair-2/). The lyric is the whole character in miniature, a girl with spring fever in the fall of her life, and the film gives it the simplest possible staging because none is needed. It won the [Academy Award for Best Original Song](https://www.edgepedia.org/academy-award-for-best-original-song) and entered the [Great American Songbook](https://www.edgepedia.org/great-american-songbook)[7](https://rodgersandhammerstein.com/production/state-fair-1945-original-motion-picture/).
The competitions give the film its comedy. Blue Boy, temperamental and enormous, takes the Grand Award in the livestock judging to Abel's loud delight. Melissa's gamble pays off when the judge samples the brandied mincemeat and awards her the prize she has chased for years[8](https://time.com/archive/6792754/cinema-the-new-pictures-sep-3-1945/). Wayne gets his revenge more deviously: he practices at the ring toss until he can beat it, cleans out the barker's concession, and exposes the rigged game, driving him off the midway.
The romances are the real contests. Margy and Pat spend the fair's nights together, and Pat is frank about being a rolling stone. On the last night he tells her that whenever he wants to leave a town, he simply isn't around anymore, and then he doesn't show up at the Pavilion where she waits for him. Margy takes the hint, tells the faithful Harry, who has come to take her home, that she is not in love with him, and says goodbye to the fair and to her fantasy at once[9](https://rodgersandhammerstein.com/state-fair-synopsis/). Wayne's affair ends more gently: Emily, knowing a small-town boy and a nightclub singer live in different worlds, releases him back toward his wholesome sweetheart Eleanor.
Back at the farm, Abel reads aloud a two-page newspaper spread about the family's prizes, and neighbor Dave Miller arrives to settle the bet he lost on the hog. Then the film plays its last card: Pat drives up, explains that he quit his Chicago job for a columnist position that lets him stay put, gets down on one knee, and Margy says "Yes!" before he can even ask[9](https://rodgersandhammerstein.com/state-fair-synopsis/).
### Characters
Margy Frake (Jeanne Crain) is the heart of the film, a farm girl engaged to a decent man and aching for a bigger life than she can name. Her discontent powers the picture's best song and its ending. Pat Gilbert (Dana Andrews) is the big-city reporter who is both her window onto that life and its most obvious hazard; Andrews plays the charm with just enough edge to keep the question open. Wayne Frake (Dick Haymes) arrives for revenge and stays for love, and his story is the film's cautionary thread. Emily Edwards (Vivian Blaine) is the revue singer, all flash and experience, and the most vivid adult on the midway. Abel Frake (Charles Winninger) treats a hog contest like a heavyweight title fight, and Melissa Frake (Fay Bainter) brings genuine competitive fire to pickle judging, their marriage comedy holding the family plot together.
### Sequels, prequels, and universe
State Fair remakes the 1933 [Will Rogers](https://www.edgepedia.org/will-rogers) film based on Philip Stong's novel[2](https://www.tcm.com/articles/86567/state-fair-1945). The property was remade again in 1962 with [Pat Boone](https://www.edgepedia.org/pat-boone) and [Ann-Margret](https://www.edgepedia.org/ann-margret), and Rodgers and Hammerstein adapted it for Broadway in 1996.
## Origin and production
After the success of *Oklahoma!* in 1943, 20th Century-Fox offered Rodgers and Hammerstein the chance to write a musical version of the studio's 1933 hit *State Fair*, which had starred Will Rogers, Janet Gaynor, and [Lew Ayres](https://www.edgepedia.org/lew-ayres).[2](https://www.tcm.com/articles/86567/state-fair-1945) The team liked the original film and the idea of a musical remake, but not the prospect of moving to California, so Fox agreed to let them work at home; Rodgers wrote that the story set in Iowa could be filmed in California while the music and lyrics were written in [Fairfield, Connecticut](https://www.edgepedia.org/fairfield-connecticut), and [Doylestown, Pennsylvania](https://www.edgepedia.org/doylestown-pennsylvania). Hammerstein also wrote the screenplay.[2](https://www.tcm.com/articles/86567/state-fair-1945)
Production ran from 3 January to mid-March 1945, with additional sequences beginning 27 April 1945; some sequences were shot on location at Russell Ranch, King Farm, and [Sherwood Forest](https://www.edgepedia.org/sherwood-forest), California.[1](https://catalog.afi.com/Film/24599-STATE-FAIR) The Motion Picture Production Code office rejected two scripts, dated 8 May 1944 and 16 November 1944, because of "the inescapable suggestion of an illicit sex affair between Emily and Wayne"; after a conference between producer William Perlberg and PCA officials, it was agreed that no such suggestion would appear from the reactions of either character or the father.[1](https://catalog.afi.com/Film/24599-STATE-FAIR) In spite of wartime restrictions, the film received a lavish Technicolor production.[2](https://www.tcm.com/articles/86567/state-fair-1945)
**Casting and dubbing.** Jeanne Crain, one of Fox's promising young ingenues, was cast as Margy although she was not a singer; her singing voice was dubbed by Louanne Hogan, who was put under contract specifically to dub Crain's vocals and later sang for her in *Margie* (1946) and *Centennial Summer* (1946). Dana Andrews's singing voice was dubbed by Ben Gage. Dick Haymes and Vivian Blaine were well-known big band singers at the time.[2](https://www.tcm.com/articles/86567/state-fair-1945) • [3](https://rodgersandhammerstein.com/production/state-fair/1945-original-motion-picture/) According to Hollywood Reporter news items, Maureen O'Hara and Kathryn Grayson were considered for the picture, Janet Blair was tested for the part of Emily, which had originally been earmarked for Alice Faye, and Mischa Auer was set for a featured part but does not appear in the completed film.[1](https://catalog.afi.com/Film/24599-STATE-FAIR)
## The score
The film's six songs were "Our State Fair," "It Might as Well Be Spring," "That's for Me," "It's a Grand Night for Singing," "Isn't It Kinda Fun," and "All I Owe Iowa."[1](https://catalog.afi.com/Film/24599-STATE-FAIR) In his memoirs, Rodgers wrote that Hammerstein at first intended to write a song about a girl with spring fever, but then learned that state fairs typically take place in the fall; this led him, in Rodgers's view, to a much more original concept: a girl's self-portrait, displaying every sign of spring fever at a time of year when spring had not yet arrived.[2](https://www.tcm.com/articles/86567/state-fair-1945) Several songs became hits, and "It's a Grand Night for Singing," "So Far," and "It Might as Well Be Spring" are now regarded as American standards.[2](https://www.tcm.com/articles/86567/state-fair-1945) • [4](https://rodgersandhammerstein.com/show/state-fair/) Alfred Newman and Charles Henderson served as music directors, and the film was nominated for Best Scoring of a Musical Picture.[1](https://catalog.afi.com/Film/24599-STATE-FAIR) • [3](https://rodgersandhammerstein.com/production/state-fair/1945-original-motion-picture/)
## Release and reception
The film premiered at the Roxy Theatre in New York City and was released in August 1945.[3](https://rodgersandhammerstein.com/production/state-fair/1945-original-motion-picture/) The AFI Catalog records the world premiere in Des Moines, Iowa, on 29 August 1945, a New York opening the week of 30 August 1945, and a Los Angeles opening on 5 October 1945, with a general release date of October 1945.[1](https://catalog.afi.com/Film/24599-STATE-FAIR) The Library of Congress essay on the property describes the 1945 version with Jeanne Crain and Dana Andrews as a major hit, in contrast to the 1962 remake, which was not as successful.[5](https://blogs.loc.gov/now-see-hear/2021/06/on-the-film-registry-state-fair-1933/) According to Turner Classic Movies, after the film was released, attendance at state fairs around the country suddenly increased.[2](https://www.tcm.com/articles/86567/state-fair-1945)
## Later versions
Fox remade the story again in 1962, set in Texas and starring Pat Boone, Ann-Margret, and Alice Faye, directed by José Ferrer; because Hammerstein had died in 1960, Rodgers wrote the lyrics as well as the music for the new songs, and critics received the remake poorly.[2](https://www.tcm.com/articles/86567/state-fair-1945) • [5](https://blogs.loc.gov/now-see-hear/2021/06/on-the-film-registry-state-fair-1933/) The 1945 film was broadcast on television under the title *It Happened One Summer*, and in 1976 CBS aired a one-hour pilot for a proposed series based on Stong's novel, co-produced by Frankovich-Self Productions and Twentieth Century-Fox Television.[1](https://catalog.afi.com/Film/24599-STATE-FAIR)
The property returned to the stage in 1995, when the Rodgers and Hammerstein organization produced a stage version using the screenplay and score of the 1945 film, interpolated with additional Rodgers and Hammerstein songs from other musicals; it premiered at the Iowa State Fair and toured before reaching Broadway in 1996, where it played at the Music Box Theatre for 110 performances.[2](https://www.tcm.com/articles/86567/state-fair-1945) • [4](https://rodgersandhammerstein.com/show/state-fair/)
## References
1. [State Fair (1945), AFI Catalog of Feature Films](https://catalog.afi.com/Film/24599-STATE-FAIR)
2. [State Fair (1945), Turner Classic Movies, essay by Margarita Landazuri](https://www.tcm.com/articles/86567/state-fair-1945)
3. [State Fair, 1945 Original Motion Picture, Rodgers & Hammerstein](https://rodgersandhammerstein.com/production/state-fair/1945-original-motion-picture/)
4. [Explore the show State Fair, Rodgers & Hammerstein](https://rodgersandhammerstein.com/show/state-fair/)
5. [On the Film Registry: "State Fair" (1933), Library of Congress, Now See Hear!, essay by Aubrey Solomon](https://blogs.loc.gov/now-see-hear/2021/06/on-the-film-registry-state-fair-1933/)
6. Emanuel Levy, "State Fair (1945)." [https://emanuellevy.com/review/state-fair-2/](https://emanuellevy.com/review/state-fair-2/)
7. [https://rodgersandhammerstein.com/production/state-fair-1945-original-motion-picture/](https://rodgersandhammerstein.com/production/state-fair-1945-original-motion-picture/)
8. TIME, "Cinema: The New Pictures," September 3, 1945. [https://time.com/archive/6792754/cinema-the-new-pictures-sep-3-1945/](https://time.com/archive/6792754/cinema-the-new-pictures-sep-3-1945/)
9. Rodgers & Hammerstein, "State Fair Synopsis." [https://rodgersandhammerstein.com/state-fair-synopsis/](https://rodgersandhammerstein.com/state-fair-synopsis/)
---
*Topic: Encyclopedia › Arts and culture › Screen and stage › Film and television › Films and standalone screen works › Individual films by title and year › Shared-title version families › Musical, opera, and stage-musical screen title families*
*Initially written Oct 3, 2026 · Reviewed: Oct 3, 2026; Oct 25, 2026 · Edited: Oct 15, 2026; Oct 25, 2026; Nov 1, 2026 · Last review: Oct 25, 2026*
*Copyright 2026 EdgeChat AI, a subsidiary of Biostate AI.*
License: Edgepedia Community License 1.0, https://www.edgepedia.org/edgepedia/license