General · EdgepediaOctober 3, 202610 min read

State Fair (1962 film)

State Fair (1962) is an American musical comedy from Twentieth Century-Fox, directed by José Ferrer, that remakes the studio's 1933 non-musical film and its 1945 Rodgers and Hammerstein musical about an Iowa farm family's visit to the state fair, this time with the setting moved to Texas.¹^•² It stars Pat Boone, Bobby Darin, Pamela Tiffin, Ann-Margret, Tom Ewell, and Alice Faye, and runs 118 minutes.¹ Because lyricist Oscar Hammerstein II had died in 1960, composer Richard Rodgers wrote both music and lyrics for five new songs added to the pair's original 1945 score.² The film was a box office disappointment and is generally regarded as the weakest of the three screen versions.²^•³

Key fact	Detail
Release	Wide domestic release March 9, 1962; 118 minutes, musical comedy⁴^•¹
Director / producer	José Ferrer (his last film as director); produced by Charles Brackett for Twentieth Century-Fox¹^•²
Setting change	Moved from Iowa to Texas for CinemaScope vistas, which forced the replacement of the song "All I Owe Ioway"²
New songs	"It's the Little Things in Texas," "More Than Just a Friend," "Willing and Eager," "Never Say No," and "This Isn't Heaven," music and lyrics by Richard Rodgers¹
Principal cast	Pat Boone (Wayne Frake), Bobby Darin (Jerry Dundee), Pamela Tiffin (Margy Frake), Ann-Margret (Emily Porter), Tom Ewell (Abel Frake), Alice Faye (Melissa Frake)¹
Budget and gross	TCM reports a cost of $4.4 million against a $3.5 million gross; The Numbers lists a $4,500,000 production budget and $3,500,000 domestic box office²^•⁴
Critical standing	18% on the Rotten Tomatoes Tomatometer from 11 reviews; 40% on the audience Popcornmeter⁵

Spoilers

Plot

The Texas State Fair in Dallas, early 1960s. The Frake family arrives with high hopes. Abel Frake (Tom Ewell) has entered his champion hog, Blue Boy, in the grand championship. His wife Melissa (Alice Faye) is banking on her mincemeat, a recipe she guards like a state secret, taking the blue ribbon. Their son Wayne (Pat Boone) has an eye on the stock car race, and their daughter Margy (Pamela Tiffin) has nothing entered at all, which is precisely the problem: she is restless, bored with farm life, and singing about it in "It Might as Well Be Spring," the yearning standard carried over from the 1945 version of the story.

The fair splits the family into four storylines that braid together over a few crowded days. Abel frets over Blue Boy's temper and his competition. Melissa's mincemeat faces a judging panel, and the film's comic set piece comes when the three judges taste her entry, which she has quietly fortified with a splash of brandy; the judges get progressively merrier as they sample, and the sequence plays as a small masterclass in tipsy adjudication.¹¹

Wayne, engaged to a sweetheart back home and supposedly at the fair only for the racing, meets Emily (Ann-Margret), a performer appearing on the fairgrounds, and his tidy future immediately wobbles. Emily is the film's jolt of energy. Her numbers, including "Isn't It Kinda Fun" staged at a Hollywood Bowl-style outdoor theater on the grounds, have a rock-and-roll looseness that makes everything around her look politely antiquated.¹² Wayne sings "That's for Me" and "More Than Just a Friend" as he tries to work out which woman he is actually promising himself to.

Margy, meanwhile, catches the attention of Jerry Dundee (Bobby Darin), a fast-talking television interviewer whose charm she cannot quite bring herself to trust. He flatters, she hesitates, and the film keeps the audience as wary as she is. The whole family gathers for "It's a Grand Night for Singing" as the fair lights come up.

The film's remembered set piece is the stock car race, staged for real at the Oklahoma City State Fair Raceway and, pointedly, without a single song. Wayne enters the race and finds himself up against a rival who has no intention of losing cleanly. As the laps unwind, the film plays it as straight auto-racing drama: engines, dust, grandstand roar, CinemaScope widescreen. When the rival tries to take the win, Wayne deliberately rams him to keep him from finishing first, an act of on-track aggression the film treats as righteous competitiveness rather than anything to answer for.¹¹ It is the one stretch of the picture where the pacing abandons the musical playbook and simply moves.

The contests resolve as the genre demands. Blue Boy takes his championship, vindicating Abel's year of boasting. Melissa's spiked mincemeat wins its ribbon. Wayne, having discovered at the fair what passion actually feels like, returns to Emily rather than the fiancée he left at home, a decision the film handles as bookkeeping rather than heartbreak. Margy, after half a film of doubting him, chooses Jerry, whose charm turns out to have a genuine streak under the gloss. Both couples end the film happily paired, and the Frakes head home with more ribbons than they came for.

Characters

Wayne Frake (Pat Boone) is the clean-cut son with a fiancée, a race car, and a conscience that never gives him much trouble. Boone plays him with the earnest squareness that made him a teen idol, which suits the part and also flattens it; his romantic dilemma is sung about more than felt.

Emily (Ann-Margret), in her first film role, is the performer who makes Wayne's tidy future look small. Ann-Margret brings a swagger the more decorous cast cannot match, and every scene she is in gets faster and more alive. She had auditioned for the naive Margy but was cast as Emily because she looked too sexy for a farm girl.²

Margy Frake (Pamela Tiffin) is the restless daughter whose "spring fever" is the emotional spine of the score. Her arc runs the opposite way to Wayne's: she learns that the glamorous stranger flattering her is not automatically the man worth having.

Jerry Dundee (Bobby Darin) is the slick newspaperman and TV interviewer who courts Margy. Darin gives the love-interest role a welcome edge, charming in a way that keeps the audience slightly wary, and the film lets him earn the ending.

Abel Frake (Tom Ewell) and Melissa Frake (Alice Faye) are the contest-obsessed parents, he with his hog, she with her mincemeat. Faye returned to Fox after 17 years away for the role, drew good reviews, and then went straight back into retirement.²

Sequels, prequels, and universe

This is the third version of the story: a 1933 non-musical film, the celebrated 1945 Rodgers and Hammerstein musical with Jeanne Crain and Dana Andrews, and this Texas-set remake, which kept most of the original songs.⁶ No sequels followed.

Place in the series

The property began as Philip Stong's 1932 novel, which Fox filmed as a non-musical comedy in 1933 starring Will Rogers. The 1945 remake added Technicolor and an original Rodgers and Hammerstein score, the only musical the pair wrote directly for the screen, and it included the Oscar-winning song "It Might as Well Be Spring."² The 1962 film is the third version, retaining most of the 1945 score while adding new material.⁶ Film historian Aubrey Solomon, writing for the National Film Preservation Board, notes that Fox remade the property twice as a musical and that the 1945 version with Jeanne Crain and Dana Andrews was a major hit while the 1962 remake with Pat Boone, Ann-Margret, and Alice Faye was not as successful.³

Production

Fox executives moved the story from Iowa to Texas to obtain wide vistas for the CinemaScope screen. That change made the 1945 song "All I Owe Ioway" unusable, and with Hammerstein dead since 1960, Rodgers wrote the replacement "It's the Little Things in Texas" plus four other new songs, none of which became standards.² Location scenes were filmed in Dallas and Oklahoma City.¹ The screenplay is credited to Richard Breen, Oscar Hammerstein II, Sonya Levien, and Paul Eliot Green, adapted from Stong's novel; William C. Mellor was the cinematographer and David Bretherton the editor.¹

Ferrer, an Oscar-winning actor for Cyrano de Bergerac (1950), had never directed a musical, and most critics found his work on the film uninspired; it was the last film he directed.²

Cast notes

The film was built as a vehicle for new and returning talent. Pat Boone, a pop singer TCM describes as the second-biggest recording artist of the 1950s, played Wayne Frake, a role that in this version becomes a stock-car racer.²^•⁷ Ann-Margret played Emily Porter, a singer on the state fair circuit; her production number showed off her musical talent and, per TCM, earned her instant sex-symbol status. State Fair was her first film, although Pocketful of Miracles (1961), made on loanout to Columbia, reached theaters first, and in 1962 she won a Golden Globe Award as New Star of the Year.² Alice Faye, the Fox musical star of the 1930s and 1940s, had walked out of her contract in 1945 after Darryl Zanuck cut her best scenes from Fallen Angel; with Zanuck out of power by 1961, she agreed to return to the studio to play Melissa Frake, her first film in 17 years. She received good reviews but had little to do beyond complaining that the family missed dinner, and she went back into retirement afterward.² Tom Ewell was cast as Abel over Faye's hope for a reunion with Don Ameche.² The Numbers also credits a young Meat Loaf as "Boy in Stands."⁴

Songs

The score combines the 1945 Rodgers and Hammerstein songs, including "It Might as Well Be Spring," "It's a Grand Night for Singing," "Our State Fair," "That's for Me," and "Isn't It Kinda Fun," with the five new Rodgers numbers: "It's the Little Things in Texas," "More Than Just a Friend," "Never Say No," "This Isn't Heaven," and "Willing and Eager."¹ In 2016, Stage Door Records re-released the soundtrack recording with 15 bonus tracks, including instrumentals and pop versions of the songs sung by the film's stars.⁶

Reception

The film cost $4.4 million to make and grossed $3.5 million, short of what Fox hoped.² Critics were largely negative. New York Times critic Bosley Crowther praised the "bouncy performances" of Boone and Ann-Margret but found the film lacking surprise, and his complaint about the treatment of the songs summed up much of the reaction to early-1960s screen musicals: "In updating the story, the rustic charm of a country fair has been superseded by a neon-lit Dallas, as ultra-modern a site as a missile launching area."² On Rotten Tomatoes the film holds an 18% Tomatometer score from 11 reviews and 40% on the audience Popcornmeter; reviewers there faulted flat staging and negligible new tunes while singling out Ann-Margret for praise.⁵ DVD critic Glenn Erickson wrote that the remake "misses the story's original charm and drowns whatever qualities it might have had in garish 'improvements.'"⁸

Home video and afterlife

Fox released both the 1945 and 1962 versions together as a "60th Anniversary Edition" double-feature DVD in 2005, with the 1962 disc carrying a commentary by Pat Boone, a television pilot, and an excerpt of Mary Martin performing "It Might as Well Be Spring."⁷^•⁸ The 1962 film's story later fed into stage adaptations of the property: a 1995 Rodgers and Hammerstein organization stage version used the 1945 screenplay and score as its source, and State Fair finally reached Broadway in 1996, playing 110 performances at the Music Box Theatre.⁹^•¹⁰

References

Initially written Oct 3, 2026 · Reviewed: Oct 3, 2026; Oct 25, 2026 · Edited: Oct 3, 2026; Oct 25, 2026; Nov 1, 2026