State Fair (1945) A Guest Classic Movie Review

State Fair (1945) A Guest Classic Movie ReviewState Fair 1945 film classic

Brief plot:  The Frake family travels to the annual Iowa State Fair, entering their mincemeat, pickles, and prize hog Blue Boy into contests. The two children find romance at the fair, but it is uncertain if it will continue once the fair ends. The cast includes Fay Bainter, Charles Winninger, Jeanne Crain, Dick Haymes, Dana Andrews and Vivian Blaine.

Why I love it: State Fair isn’t a highbrow film chock full of symbolism and deep meaning, but it’s one of my favorites. It makes me happy no matter what, and that’s what entertainment is about.

Music: I’m a huge musical fan,viewing 432 over the past eight years. There isn’t a song in this musical I don’t like. “It’s a Grand Night for Singing” is my favorite song in the whole movie. It’s a bit repetitive and very simple, but it’s a happy, ethereal song. Another close favorite is “It Might as Well Be Spring.” State Fair is a Rodgers and Hammerstein musical, something that most likely surprises R & H fans. It’s very different than their other longer, nine-song, operatic musicals. I think State Fair is a musical crafted for the average American. The songs are written like popular radio songs, easy for the average person to sing and fit the plot of farm families heading to the annual fair. If we had pig farmers singing show-stopping, big-budget musical numbers, I probably wouldn’t like this movie very much.

Characters/Cast: Everyone in this movie is perfect. Fay Bainter and Charles Winninger (Melissa and Abel Frake) are perfect as a sweet, loving farm couple. Jeanne Crain, as their daughter Margy, looks her prettiest in this movie and it’s nice to see Dick Haymes in this movie as Wayne. He has a wonderful singing voice and we don’t get to see him in many films — he may have become a bigger star were it not for personal problems. Vivian Blaine (as fair band singer Emily Edwards) is beautiful and I love her as a redhead. She was very talented and I wish she could have been in more films. But my favorite actor and character in this movie is Dana Andrews, so charming, rugged and handsome as reporter Pat Gilbert. I just adore him.

Most of all, though, I love all the mini-cameos of well-known character actors. Frank McHugh pops up as a song plugger. It’s weird seeing him in color, after becoming so used to him in early 1930s comedies. He is funny as ever, particularly when he and Wayne get drunk. During the hog judging at the fair, we see Will Wright as one of the judges. Wright appeared a few times on The Andy Griffith Show as grumpy old man Ben Weaver, but can also be spotted in uncredited roles in several ’40s and ’50s films. Harry Morgan (billed as Henry back then) plays a carny working a sideshow game who conned Wayne the year before. Wayne returns to get even after practicing the game all summer and humiliates Morgan. It’s a very humorous scene, particularly when Morgan starts shouting, “We’re having fun here!” as everyone is walking away. Of course, the best character actor role in the whole film is Donald Meek as the food competition judge who eats too much of Melissa Frake’s alcohol-laced mincemeat and gets drunk. He is hilarious!

Humor: This movie is very sweet and poignant but has several funny scenes.  One of the funniest is at the beginning. Melissa Frake doesn’t want to add brandy to her mincemeat, so Abel adds some when she isn’t looking. Then after he leaves, she adds even more! The result, of course, is Donald Meek getting drunk during the judging. Another funny scene is the first “It Might as Well Be Spring” reprise with Margy in the gazebo on the farm. She’s dreaming about a man and thinking he’d be like “Ronald Colman, Charles Boyer and Bing,” and then each of those actors have small speaking cameos as she’s imagining it. Then, when her yucky boyfriend Harry (Phil Brown) comes over and sees the prize hog Blue Boy, he exclaims, “Blue Boy’s the biggest boar in the world I bet!” To that, Margy replies, “All depends on how you spell it.” That always gives me a good laugh.

Nostalgia: State Fair is a very sweet, poignant and honest movie filled with slices of 1940s American life. Fay Bainter sings a little at the beginning; She doesn’t have the best singing voice in the world but somehow that part shows that she’s a simple, hardworking country mother. Wayne practices for the carnival game using his mother’s embroidery hoops. Margy doesn’t want to live on a big scientific farm with Harry and wants a simple, loving life.  The fair looks clean, exciting and perfect. Wayne’s dances at the little nightclub at the fair. Mrs. Frake’s mincemeat wins first prize and she cries happy tears. The way Abel Frake cries when his beloved Blue Boy wins first prize pig (that part gets me every time).  And when Abel and Melissa try champagne for the first time and say, ”It’s better than any of that French stuff.” All of those simple moments in the movie make State Fair perfect. They are all so sweet and make me want to travel back in time and live just like that.

Fashion: Like with Shadow of a Doubt, I love the clothes in this movie. Margy wears the cutest outfits and my mom and I “oooh’ and “ahhh” over them every time we watch the film. All of her clothes are cute and colorful but not too glamorous for a farm girl. Most of her outfits are peasant dresses, pinafores or jumpers. My favorite outfits are the simple white peasant blouse and blue skirt she wears at the beginning while singing “It Might as Well Be Spring,” the red dress she wears during the mincemeat judging, the green dress she wears the last night of the fair, and the blue jumper with the yellow blouse at the very end. I also love those sports coats that tie around the waist — both Dana Andrews and Dick Haymes wear them.

To review: State Fair is a perfect, honest film. The only thing wrong with it is that it doesn’t go on forever. The color, the slice of life it offers, the music and the characters all put a smile on my face. The only thing that makes me sad about this film is that life isn’t like that today.

Comet Over Hollywood, named for the 1938 Kay Francis film Comet Over Broadway, offers anything from Hollywood beauty tips to rants about Katherine Hepburn. Jessica Pickens is a journalism student at Winthrop University who is interested in silent films to anything made before 1964. She writes for Winthrop’s student newspaper, The Johnsonian, and the Shelby Star in Shelby North Carolina. You can visit her on Facebook as well.



    There are two other versions
    1933,with Will Rogers,Lew Ayres,Louise Dresser,Sally Eilers,Norman Foster,Victor Jory,Frank Craven,etc
    1962Pat Boone,Ann Margret,Bobby Darin,Pamela Tiffin,Alice Faye,Wally Cox,Tom Ewell,etc Dir Jose Ferrer
    The 1945 version is my favorite

  • Lisa C

    State Farm is definitely a feel good movie, visually beautiful and full of wonderful songs. And isn’t it fun to hear and see tough guy Dana Andrews singing?

  • John George

    Personally, the 1945 version is too saccharine for me. I prefer the 1962 version -it’s far more “believable” – although I do own DVD’s of both.





  • Ted Chihara

    It’s true that Dana Andrews was dubbed. However, he apparently had a good singing voice and could have done his own singing in State Fair. However, the producers were not aware of this and Andrews did not object to being dubbed, reasoning that the dubber probably needed the work more than his ego needed the singing.

  • stephen reginald

    Dana Andrews was a great and unfortunately, underrated actor. He was perfect in this film. Andrews studied to be an opera singer, so he could have sung his own songs, but didn’t want to be typed as a musical star. He and Crain had great chemistry; I love them both. Thanks Jessica for highlighting this delightful film.

  • warren hall


    Thank you for your excellent observations on this truly lovely film. You do have a future in journalism. I look forward to reading more of your classic film reviews.

  • David Ecklein

    There was a (sort of) Russian version of “State Fair” that should be reissued with English subtitles. It is a rollicking musical comedy/romance: “Cossacks of the Kuban” (Kubanskie kazaki 1950). Enjoyable even with a brief description to guide you (in an imdb review).

  • Joseph Imhoff

    It’s a comfortable movie. It isn’t about building a state, coming back from heaven to put things right, winning a war, or escaping Nazis; it’s taking our Filmo camera to the fair and when we get home we see ma winning her prize, pa winning his, and just walking up and down the midway and seeing people just like us having a good time.

  • Mary

    I have a soft spot for this film also. I agree– Jeanne Crain looks more lovely than in any of her other films which some intend for her to look frumpy. I overlook that fact that she and her brother look far too old to still be living at home and going to the fair with their parents.

  • Gary Koca

    Agree about Dana Andrews. One of my favorite forgotten stars of that era. I enjoyed this over the 1962 film.

  • Helen Bennett

    Going to see “State Fair” as a musical play at our local playhouse in two weeks. I love anything by Rodgers and Hammerstein. I especially liked the way Jeanne Crain’s hair “bounced” in the movie.

  • Gord Jackson

    I just watched “State Fair” a month or so ago and again thoroughly enjoyed it. I would also not be surprised to find out that Twentieth Century-Fox rolled this musical remake out of the 30s film when they did as their answer to Metro’s “Meet Me in St. Louis.”

    Two other things about “State Fair” – (a) besides loving Donald Meek in it (he steals the show in his few scenes), I also get a kick out of Percy Kilbride and (b) I personally think (and have always thought) that Dick Haymes had a voice Sinatra could only dream of having. Simultaneously very popular at the time, Sinatra went on to have the good fortune of getting signed by Capitol Records and working with the best in the business – Gordon Jenkins, Billy May and above all, Nelson Riddle. Haymes, regretfully, was such a personal mess that when the swing era ended he was not, unlike Sinatra, able to reinvent himself as a great solo performer. He also did not have the sense of phrasing and timing at which Sinatra excelled. He did, I will always maintain however, have a rich, resonant baritone voice that Sinatra just could not match.

  • NancyT.

    Really nice, heartfelt review. I’m old enough to have seen the original movie, and saw it again recently on TCM. It’s nice to once in a while watch a film that is just fun and relaxing, with R & H songs really making it special. Thanks for this review.

  • William Sommerwerck

    I detest Rogers & Hammerstein, and state fair is their low point for icky sentimentality. I’d like to see the prize pig let loose by animal-rights activists, then run over by a huge tractor-trailer.

  • joan m. slotnick

    1945 version of State Fair is in a class by itself. Good music, good actors and totally enjoyable from start to finish. Wish the likes of it were able to be done again, but it is can not be.

  • Kenneth Henderson

    State Fair, in fact, had four versions. The 3rd version is the TV version made for 20th Century-Fox Theater(or Hour?) in the 1950s and used clips from the 1933(not 1935) version with Will Rogers. The Rogers version was restored like other early Fox Film Corp stuff but I guess the downturn in sales of DVDs halted more of these classics appearing to date.
    I keep hanging out for a Blu Ray that might include all in a special set. The 1945 was more popular and critically acclaimed than the Alice Faye version(which I did see on the big screen in a moviehouse).

    Rodgers and Hammerstein did write other material not for the Broadway stage first. Don’t forget Cinderella(Julie Andrews) written for TV and made more than once.

    The now late Harry Morgan of M*A*S*H fame operated the coconut shy at the 1945 Iowa State Fair. I do mean the film not the real Fair!!!!!

  • SLH

    When I acquired my first VCR it was as a tool I used to train others in my profession at the time. A year or so later they started making movies available on VHS this was one of the first movies I looked for. An all time ultimate feel good movie. I agree on every point of the reviewer and would also add Percy Kilbride’s character (knew people like that back on the farm myself). The casting of this film deserved an award itself they were all just right. My favorite of course was the “Dishy, Dashing” Dana Andrews sigh………..I spent my teenage years going to the county fair hoping to find one just like him to bring home to our farm !! lol’s

  • Tom la Pare

    One of my favorite musicals! Dick Haymes is my favorite male singers,his was the voice of God! Sinatra was a master at phrasing, Haymes had the voice, he had no need to worry about anything else!

  • ED

    always enjoyed State Fair. Dick Haymes and Vivian Blaine were some of my favorite singers. I was also a fan of Jeanne Crain. I didn’t know that she had her voice dubbed. I also enoyed the Pat Boone and Alice Faye State Fair version.

  • Publius

    One of my freinds, always loved this film, and used to show it at his house. IT was a cult classic with his family and he greatly appreciated it. I only saw it once, and while the songs didn’t impress me, I liked it because it gave you a “feel good all over,” way of introducing itself. I’d have to see it again, for the Dana Andrews performance. I also liked Donald Meek’s cameo as the jam judge taster (?) in the film. My favorite Oscar/Hammerstein picture will always be “The Sound of Music.” That film was perfection.

  • Cherie Haymes

    My family has seen this many times. I love old movies but for us it is extra interesting since Dick Haymes is the uncle of my kids. I like to
    see the interesting familial similarities. His voice is like velvet.

  • Doug

    The story is cute, but it’s one of my least favorite R&H collaborations; you can definitely hear the marked difference between this musical and say, Oklahoma! and The Sound of Music. State Fair kinda sounds bubble-gum compared to these later masterpieces. But it is still sweet in a corny way.
    I’ve also seen the 1933 State Fair, which isn’t too bad without music.

  • Jack Jones

    T saw The 1945 version when it first came out and have watched it several times on DVD. Tried to watch the Pat Boone version on TCM and couldn’t stay with it. Also enjoyed the Will Rogers version. Dana Andrews’ brother Harlan was the asst. principal at my high school and he had Dana at one of our auditorium programs. Always thought Dana was underrated as an actor. I thought he was great in “Laura” (my favorite movie after “Casablanca”). My first VCR was a Panasonic ($900) and my first VHS tape was “Casablanca” ($80) and the second was “Laura” ($60). Needless to say that was a few years ago. I met Gene Tierney when she was married to Howard Lee. A forgotten Dana Andrews favorite of mine is “Swamp Water”.

  • Jim Foster

    How “It’s a Grand Night for Singing” brings back treasured memories of my boyhood days in South Minneapolis!

    I was nine years old in 1945 when STATE FAIR was released, and I recall seeing it in the company of my parents In those days, each Tuesday evening during the summer months a public community sing was held at Powderhorn Park not far from my home. People from surrounding neighborhoods would arrive and seat themselves on blankets they’d spread on the grassy hillside. Then, promptly at eight o’clock down below on the illuminated bandstand, a dapper fellow with a straw hat and red-and-white striped blazer would trot up to the microphone and open things with that song. Afterwards, he’d proceed to lead the folks in attendance with tunes old and new, requests graciously accepted.

    We kids would bike there not necessarily to sing, but just for the fun of it… to simply hang around. We were never able to stay for the entire hour, however, because curfew was at nine o’clock, and parental orders dictated that we be home by that time… or else.

    Thinking back, it seems to me people were friendlier in those long lost days of yore before television began keeping them in their living rooms instead of out socializing with each other. It’s a time sorely missed by this old movie lover.

    Powderhorn is still there, but its environs have deteriorated markedly. Nowadays, I wouldn’t be caught dead in that park after dark, and chances are better than average that if, by mischance, I DID happen to find myself there, I might indeed be caught dead!

  • David Stagg

    State Fair is outstanding , even better is Dana Andrews . Those old movies rule !

  • J. T. Cook

    Where is it writen that everything on YouTube & other places, has to be shown in widescreen, when the original was NOT WIDESCEEN ????? By the way State Fair is a wonderful movie.

  • DollyT

    One of the happiest classics I own.

  • June G

    I saw the movie as a teen and always loved the way Jeanne Crain and Dana Andrews acted their scenes. Jeanne’s hair was beautiful, her eyes and smile were captivating. And Dana Andrews had such charm. I loved all the actors, especially Donald Meek testing the mince meat!! When the movie comes on TCM I always watch it, but I’ve enjoyed it so much,I went and bought the DVD. It always reminds me of how movies use to be,so entertaining,clean, real country living. The songs were great too.!!!

  • DollyT

    One of the firsts in my collection.

  • Mike48128

    Its kind of like “Ma and Pa Kettle make a musical.” (I mean this in a very good way.) R&H also made the “Cinderella” musical for TV. Both versions of it are available on DVD. The Disney version is better-filmed while the older CBS version is rather primitively taped.