This film has been filmed many times (there's also a Will Rogers and a later Pat Boone version—and probably several others) and it's the Rogers and Hammerstein musical version of the story. My reason for watching it was simple…it had Dana Andrews in it. He's a wonderful and mostly underrated actor and I try to see everything in which he appears. He is assisted by a fine cast including Jean Crain (who is simply radiant),Dick Haymes, Vivian Blaine, Frank McHugh, Percy Kilbride, Charles Winninger, Harry Morgan, Donald Meek and Fay Bainter.

The film is about the adventures of a nice farm family, the Frakes, going to a fair in the Midwest United States. Each has a story that is explored in the film. Dad (Winninger) has a sow who he thinks can take the grand prize. Mom hopes to win the prize for her homemade recipes. The son (Haymes) wants to get back at a carnie but ends up finding a beautiful girl (Blaine). And the apparent star, Crain, is vaguely disaffected with her farm life and her fiancé. When she meets the newspaper man from the big city (Andrews),he offers the prospect of excitement…which is wonderful and a bit scary at the same time.

Some might find the old fashion story and music a bit corny, but I felt it actually had a lot of charm. It's the sort of nice old fashioned tale that Hollywood did so well in the old days—and the sort of picture they just don't make any more. I think it's all very sweet and a slice of pure Americana—and first-rate all the way. This is a bit of a surprise for me, actually, as I am not usually a fan of musicals. I think some of the reason I liked it is that the songs are secondary to the wonderful plot. And, secondly, you really, really care about the characters—they are well-written and charming.

Although the music in this film is nice, the lyrics frankly sometimes made no sense at all. Clearly this is not among the best by the famed duo of Rogers and Hammerstein, though a few songs were lovely (such as "Falling in Love" and "Maybe"). Here are a couple excerpts from their dopier songs--"I feel so gay in a melancholy way" and "Our state fair is the very best state fair in the state". If this makes sense to you, please let me know what they meant!! Fun songs…occasionally insane lyrics! In fact, had it not been for these sometimes weird lyrics, I might have even given this song a 10—it was that enjoyable.

This is not the best Rodgers and Hammerstein movie musical, however State Fair is still a truly lovely film. The plot is rather fluffy and lacklustre, but the characters are charming and the R&H tunes while not among their best are still wonderful. State Fair looks beautiful, with the photography lavish and Crain especially looking absolutely stunning in her costumes. The film is lovingly directed, has a corny but appealing script and it moves sprightly too. Nothing to complain about the performances either, Jeanne Crain is breathtaking and Dana Andrews is a more than dashing and competent leading man. As much as I loved Harry Morgan, Dick Haymes and Vivian Blaine, my favourite support performance is Charles Winninger who steals every scene he's in. Overall, a lovely movie and well worth watching. 9/10 Bethany Cox

I've no doubt that on the strength of the blockbuster hit that Richard Rodgers&Oscar Hammerstein had with Oklahoma which was still running on Broadway as this film was being made, that Darryl F. Zanuck offered the team the chance to contribute the songs for a remake of State Fair. Oklahoma in fact was a rural setting and so was Iowa for this second telling of the adventures of the Frake family at the Iowa State Fair.

What today's audiences don't appreciate was that in 1946 the Iowa state centennial was being celebrated. Some bright individual at 20th Century Fox must have realized that and a nice musical technicolor remake of the Will Rogers classic State Fair would be a can't miss at the box office. Providing of course Mr. Zanuck could assemble the talent.

Though the 1933 cast boasted people like Louise Dresser, Lew Ayres, and Janet Gaynor in support of Will Rogers, the accent there was very much on Rogers as it was HIS picture. Here the accent is on the younger generation. Charles Winninger and Fay Bainter play the older Frakes taking their prize hog, Bainter's mince pie, and children Dick Haymes and Jeanne Crain to the Iowa State Fair. Haymes and Crain, together with Dana Andrews and Vivian Blaine as the respective romantic partners carry the film here.

Rodgers and Hammerstein had a lot on their plate back in the day. Besides Oklahoma, Hammerstein was involved in creating a musical version of Bizet's Carmen which became Carmen Jones as we all know. He and Rodgers had another musical open in 1945 that was Carousel and became another American classic. When 20th Century Fox signed them for State Fair, according to a recent biography of Dick Rodgers, they never went west. Rodgers did his music from his estate in Connecticut and Hammerstein wrote the lyrics from his Doylestown, Pennsylvania farm. I guess they met in New York and express mailed the songs to Zanuck in Hollywood.

They put together a real nice score, one song It Might As Well Be Spring won the Oscar for Best Original Song from a film. The rest of the score ain't too shabby either with Isn't It Kind of Fun and That's For Me also sung beautifully. My favorite however is It's a Grand Night for Singing, a song so absolutely infectious you will be singing it yourself for days after watching State Fair.

Andrews and Crain were dubbed by other singers, but Dick Haymes and Vivian Blaine were seasoned musical performers. Haymes recorded all four of the songs above in an album for Decca that sold very well. Haymes had a smooth, but strong baritone and if scandal hadn't blown his career up a few years later, who knows to what heights he might have risen.

Every version of State Fair has something to recommend it. There was even a pilot done in the middle Seventies for a television series based on the time honored Frake family saga. For me however this one cops the prize.