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This was the "updated" version of the original State Fair. The locality of this remake is Texas, not Iowa, as the original version was, which may make it seem "bigger" but not really "better". Alice Faye (who was in the original) is great, and Bobby Darin stole the show as the smooth talking big town guy, while Ann Margaret sparkled as she sang and danced during her production numbers, "Isn't It Kinda Nice". The music is wonderfully done, as always, and I truly wanted to enjoy this film more than I did. Boone was musically at the top of his form in this film and makes a valiant try in the dramatic parts of his role of Wayne, but the dramatic parts were just not as believable as his singing. The musical scenes were very good, and made the movie fun! It's a whimsical look back at a time which probably never was this clean cut. However, I do remember the importance of State Fairs, with its 4-H and farm demonstration, carnivals, family atmosphere, and introduction of young people in domestic and farming activities. To win FIRST in anything at the State Fair is BIG stuff. This part of the film rings very true. The plot is thin, because the music was the important part of the film. A DVD is currently available of both versions of "State Fair" (1942 and 1962 version). Anyone interested in comparing the two should view this DVD. Still "State Fair", whichever version you view does have songs which make it a "grand night for singing". Joyce

I think this 62' remake of STATE FAIR doesn't deserve the bad rap it's been getting and has in the past. While it is not a great musical, it certainly has its credits. Yes, the original is better, but let's give credit where credit is due for this re-make. First of all it was great to see Alice Faye back on screen. She did a more than admirable job, as did Tom Ewell as Abel. They are definitely on par with the orginials. Pat Boone is quite wonderful as Wayne, better that Dick Haymes. Bobby Darin was his usual egotistical self which fits the character well, although I like Dana Andrews a bit more. The real standout is Ann-Margret. Not only is her one splashy number great, but she really shows her acting chops, especially in her final scene with Pat Boone. You can certainly see why she became a huge star and has been working for over 40 years and still is. Sorry to see her in her drunken frumpy roles, however. The only real disappointment is Pamela Tiffin. She looks the role but is unlovable as Margy. She looks and acts a bit snooty. Jeanne Crain was terrific in the original. The new songs that were added were good to great. The story changes were also interesting, although it looks like bits and pieces might have landed on the cutting room floor. Interesting that in both versions of the film, the parents never meet or have scenes with the kids boy/girlfriends. Now that this movie is on DVD, it should be a must seeing for all fans of STATE FAIR. Stero sound, wide screen a real fair as opposed to the orginals matte studio sets. A nice commentary by Mr. Boone as well.

I liked it, although it is not up to par with it's 1945's predecessor. The 1945 film was absolutely charming, and this one does fall short in some areas. The romances do not seem quite as fulfilling as in the earlier version, yet the musical numbers are something to gawk at.

Ann-Margret is stunning at the beginning of her career and practically steals the show. Pamela Tiffin is charming and surprisingly manages a southern accent very well, while the hopelessly miscast Pat Boone is giving it his all to be a Texas farm boy and it just doesn't seem to work out. However Bobby Darin is darling as a self - centered reporter who falls for Tiffin without realizing it. The remake uses all of the songs from the original musical, minus "I Owe Iowa" which was replaced with "The Little Things in Texas" due to the change in setting. Its new songs are very good, and while Margret's jazzy remake of "Isn't it Kinda Fun?" raised a few eyebrows, the musical direction is very well done and fully satisfying.

Really the only drawback to this production is in comparison with its two earlier versions. The love stories in the 1945 version were more complete, the acting a little more sincere, and the story more innocent. This 1962 version obviously had a much bigger budget to work with and it comes across in the musical numbers. It is a worthwhile production and a good movie.

I know this film received less than favorable reviews at the time of its release, but I have always enjoyed it and watch it at least once or twice a year....there is something about the hominess and wonderful music that draw me to it in this day of mostly special effects in movies.

It is a tired old story and as others have stated, it has been filmed several times before, although, I think the array of young stars and their talents are well displayed and it was nice to see a couple of "old timers" like Tom Ewell and Alice Faye liven up the proceedings, which concern a family's adventure at the Texas State Fair; when I do compare it to the 1945 version, both seem very appropriate for the time they were filmed; Vivian Blaine made a wonderful Emily, as Ann-Margret does in the 1962 version, and both are "knockouts." Ann-Margret holds a special place in my heart, as she is originally from the Chicago area, and went to high-school with a good friend of the family; he told us that all eyes would turn when she entered a classroom, as she was such an imposing radiant figure and this was at seventeen or eighteen years of age....

For 45 years or so, this remake of State Fair has been unfairly judged going back to the original reviews. In spite of that, it was a hit then and it should be a hit today. It's a great family film, the kind they don't make anymore, plus morals - something we don't have in movies today!! Jose Ferrer really outdid himself as a director. He keeps his young actors in line and the cute little plot moving along. It's got beautiful photography and wonderful choreography from Nick Castle.

For even longer than 45 years, the world has been pretty critical of Pat Boone which has been undeserved. Well, he shines in this one! Those acting lessons from Sandy Meisner really paid off in his scenes with Ann-Margret. He's simply terrific and "in the moment". Not only does he have a great set of pipes, he looks wonderful without his shirt, he does acrobatics and that duet with Ann "Willing and Able" is just about the sexiest... no, the hottest number to come out of a musical from that era. West Side Story didn't have a number like that! Wow-wee! Pat should have been a big movie star based on what I saw in this movie as well as a the great recording artist he was at that time.

Ann looks awesome is shorts and her big number, "Isn't it kind of fun" is really well done.

All in all, the movie has really aged well and people should check it out with their families and decide for themselves. Don't listen to those grumpy people who don't like this movie (or Pat).

The third film version of State Fair is the most unnecessary. The first in 1933 adapted the novel and changed the ending. The second in 1945 added songs. The third added nothing but a few extra songs, but since it was the era before rental and owning copies of beloved movies, if audiences wanted to see a repeat of State Fair, a remake was the way to go!

In this version of Rodgers & Hammerstein musical, Tom Ewell and Alice Faye head up the Iowa farm family who travel to the state fair. Alice, who famously turned down the second lead in the 1945 version, chose to make this film her return to Hollywood after a 17-year retirement. I don't know why she'd want such a stinging reminder of her absence, by taking the mother figure after turning down the love interest. She looked so disgruntled, I don't know why she wasn't fired and replaced by any other middle-aged actress who would have been glad to take the part. Fay Bainter could have even reprised her role with a brown wig and a soft focus lens. The mother role is supposed to be cute and endearing, but you don't root for Alice Faye one bit. You don't even believe she's happily married, and when she starts singing, "Never Say No to a Man" as romantic advice to her daughter, you'll want to turn the movie off.

The main problem with this remake is that the essential charm of the musical is destroyed. In 1945, the state fair was in Iowa, and the Frake family was purely small-town. At the fair, a nightclub singer who shows the innocent boy kindness, and the newspaper reporter with a perfect combination of fun and tenderness are the love interests. In 1962, the Frake family live in Texas, and the lyrics of the title song are actually changed to "Dallas to donuts", which destroys the small-town feel. At the fair, Ann-Margret is practically a stripper, prancing around in her underwear and performing nasty gyrations onstage. Pat Boone is smitten with her when she poses for a cheesecake picture before his racecar competition. Bobby Darin is a tv reporter with no respect for women, who treats the innocent Pamela Tiffin as another model on the assembly line. He's irritating, loud, fills her with alcohol, egocentric, insincere, and is shown picking up another girl when Pamela doesn't show up. Dana Andrews never acted that way in 1945!

The 1945 version is, hands down, the best. It's sweeter and the leads are more likable. If you love Pat, Bobby, or Ann-Margret, you'll probably want to rent this version, but if you don't and are just looking for an introduction, check out the earlier one. It couldn't be any better.

As I am very fond of the 1945 film, I was eager to see this remake. By all means I wasn't expecting it to be as good as the 1945 film, but at least to be watchable. This 1962 State Fair has its moments, but overall I found it very disappointing. For starters I found the pace very stodgy and Jose Ferrer's direction leaden, also Ann-Margret's dance number was torrid and overdone. The story was not a strong point of the original, but it was still charming and had plenty of cute scenes. The plot here however was dull and flimsy on the whole, and the characters aren't likable, Emily and Wayne particularly are under-developed. Of the cast, Ann-Margret and Bobby Darin for me were the only ones that stood out, Pat Boone is miscast and Alice Faye looks bored and sounds tired. Her song was seemingly a showpiece for her, but was just odd both in how it was placed and some of the lyrics. I will say the film does look very nice and the songs mostly are wonderful, though a few of the new songs are just serviceable. All in all, a leaden disappointment. 4/10 Bethany Cox

I was in the 2nd grade at Lakewood Elementary and I can remember a man coming into our classroom and telling us he was going to make a movie at the State Fair and he needed kids to ride the merry-go-round, and who wanted to be in it? We all raised our hands. I ran all the way home from school and ran into the house shouting to my Mom that "I am going to be in a movie". And I was! Our job was to ride the merry-go-round and sing. We sat underneath a tent, while we were taught the words to the song (of course professional child singers were who you heard). I can name almost every one of the kids you see in the move, including me.

My Dad had to get me a social security number so I could get paid $25.00 per night for two nights. The cool thing is that my social security number is listed out of California. My Mom took me shopping and let me buy a doll with the money I made.

Oh, the memories! Our State Fair is a great State Fair, don't miss it, don't even be late. Its dollars to donuts that our State Fair is the best State Fair in our State! Vicki A.

The third and probably the last remake of State Fair is this one which came out in 1962 and starred current pop stars Pat Boone, Bobby Darin, Ann-Margret, and Pamela Tiffin. The first three did their own singing, Anita Gordon's voice dubbed Tiffin. That continues a tradition from the second State Fair where Jeanne Crain's voice was also dubbed.

The Frake family changes states in this one though. The first two films had them in Iowa, but here they're Texans and they go to the State Fairgounds in Dallas. The change in states also necessitates a new song for the score with the parents played here by Tom Ewell and Alice Faye. The Little Things In Texas is done with grace and style by these two veteran performers. Alice who has aged gracefully into the mother role also has a solo where she gives her daughter Tiffin some sage advice about handling the new man in her life Bobby Darin. Never Say No To A Man, but definitely keep him guessing.

The main body of the score that Rodgers&Hammerstein wrote for the 1945 version is kept intact though. Again ironic that the Oscar winning song from the 1945 version is again dubbed. It Might As Well Be Spring comes out of the mouth of Tiffin as it did with Jeanne Crain. Maybe one day someone will sing it for real on screen.

My favorite song from the score is It's A Grand Night For Singing which is one of those numbers that just leaves you with a glow. It's sung by the entire cast, both generations who are just celebrating life and love at the State Fair. It's sung by the main players wherever they are at the moment in the case of Bobby Darin and Pamela Tiffin on the Ferris Wheel at the Fair, the same as Dana Andrews and Jeanne Crain did in the 1945 version.

Recently I learned that Andrews was a good singer, but kept that fact from 20th Century Fox lest he be cast in silly musicals. So all we get of him is a few lines with Crain and the chorus pretty much drowning him out. However with a real singer in Bobby Darin that necessitated writing one good number for him. Richard Rodgers who did both the music and lyrics as he did for No Strings on Broadway wrote for Darin a rather plaintive ballad This Isn't Heaven which Bobby sings well.

With musical tastes changing I doubt we'll see another remake of State Fair. Where are the voices to sing the songs? So I would say take the advice that opening number, it's a great state fair, don't miss it don't even be late.

the 1945 is MUCH better.

aside from the complete abomination of the plot line between wayne and emily, in this adaptation, jerry (aka "pat" in the '45) is made out to be a complete slimeball, with NO endearing qualities whatsoever.

much of the "love" in this version seems to be weak and unjustified...as if it were an afterthought of the people who were "updating" the script........ writer: 'oh yeah, they fall in love at the end.....hmm....well, i don't want to rewrite the whole thing, so.....*scribbles in disjointed love ending that doesn't seem to fit with the progression of the relationship*'

also, tom ewell is the most unconvincing pig farmer I've ever seen.

BLAH. its bad. watch the '45.

For the most part, I wish everyone would stop comparing remakes with the originals. I will be the first to admit that sometimes a remake doesn't make it such as Bette Midler's version of Gypsy. She once said that she was born to play Madam Rose; Oh No She Wasn't! Bad Choice! So, what about the remake of State Fair? Well, for one thing, the cast was better than the original and there was the look that it was really filmed at a State Fair. I guess we should say that the original movie was good for its time, and the same thing can be said for the remake; that it's good for it's time! Another thing that this remake has going for it is the extra songs that was not in the original: Sweet Hog of Mine, very funny, with Tom Ewell actually doing his own singing; Never Say No To A Man sung by Alice Faye to her daughter Margie played by Pamela Tiffin; Willing and Eager sung by Ann Margaret and Pat Boone; You're Not An Angel sung by Bobby Darin to Pamela Tiffin; and The Little Things In Texas sung by Tom Ewell and Alice Faye as they take a ride on the Merry Go Round at the Fair on the last night of the Fair.

Once again, Margie's voice is dubbed, but this time by Anita Gordon and in case anyone is interested, in the original, Jeanne Crains voice was dubbed by Luanne Hogan. Other than that, everyone did their own singing in the remake in which the songs were more energetic than they were in the original. Ann Margaret's version of Isn't It Kinda Fun with David Street, another Cincinnati, Ohio talent, was a lot better than in the original, and That's For Me made more sense when Pat Boone sang it while watching Ann Margaret walk away from him in her sexy walk obviously copied from the Marily Montoe walk that Marilyn was so famous for ever since she filmed Niagra! Having Alice Faye come out of retirement was a good idea for 20th to pull off. She wasn't too happy with the movie and the way it turned out, but who cares? Just seeing her again on the screen and still being able to sing in her throaty style was great to hear, and no one could spit out the line the way she did when she told Pat Boone how she felt about Margie's boyfriend Harry when she claimed that Harry was about exciting as watching grass grow! Great version! Loved it! Much better than the very stage looked first version, and it still proves that Our State Fair Is Still a Great State Fair!

"State Fair" travels from Iowa to Texas for this remake. The main plot involves the romances that ensue with the Frake children and the people they meet at the State Fair in Dallas. There is also a B plot involving the parents where the father is entering his prize hog BlueBoy in the livestock competition, and the mother is entering her favorite mincemeat recipe (secret incredient--booze) in the cooking and baking competition. Pat Boone plays Wayne, who while registering his race car, meets Ann-Margret, a traveling singer and dancer who is performing one of the stage shows. Pamela Tiffin plays Margy, who while inexplicably has no friends from home at the same time as her, wanders boredly around the fairgrounds until she ends up being persued relentlessly by Bobby Darin playing a local TV host. The main plots involve the will-they-or-won't-they end up together scenario between the two couples. Pat Boone and Ann-Margret have a grand time with their singing numbers, and Margret gets another opportunity to show off her dance skills. Darin sings of course, as well as Tiffin, but in my opinion there is zero chemistry between them. Tom Ewell and Alice Faye do good jobs playing the parents, although Ewell "hams" it up a little too much when it comes to the scenes with the pig. I'll admit I got a creepy vibe from the Paul Bunyanesque Cowboy statue that greets fairgoers. A quick google search shows it's still there, albeit in a new outfit. The movie moves along well enough. The actors are attractive and personable. The music is entertaining. It's worth a trip back in time to see the fair of your youth.

I saw this version upon first suburban release in late 1962 at our local Marina Theatre in Rosebery Sydney Australia. At the time, as kids, aged 8 we thought it was great fun. I think we also saw IT HAPPENED AT THE WORLD'S FAIR soon after.....also THE VON TRAPP FAMILY SINGERS and some other Elvis fun. I do remember singing all the way home "our state fair is a great state fair... etc'" so tonight 44 years later it was fun to remember the rest of the song and a few others. But....... STATE FAIR 1962 is really slow and badly filmed. Made during the CLEOPATRA cash drain of '62, the budget constraints are very obvious and Fox's keenness to take advantage of an existing State Fair to avoid set and staging costs can be easily identified. STATE FAIR is just not interesting. To 8 year olds in the 60s it was color and movement and comedy all in a big theater on a big screen. In my 2006 DVD cave by myself (not the intended premium viewing suggestion) it is a tough slog. Some surprises both good and bad: Sluttiness galore from Ann-Margret especially in one of the worst dance numbers of all time to rival both Susan Hayward in VALLEY OF THE DOLLS and the glomesh Ganesh opening from GUMNAAM...it's a rag doll kids number that rips itself apart into some devil dance with star trek guys and A-M in some Cher leggy outfit...... and more startling is the shirtless sexy scenes of Pat Boone (no kissing now... but have some nipples). These minor horror amusements lift the film into watchable, but as a musical of farm folk a-la Oklahoma for us city slickers it does not register now as an adult, as very good at all. Wally Cox appears to judge the brandy laden mince... and eek! Tom Ewell and his beer belly serenade a hog. How did this man ever get a role? He was awful and unappealing in every film he made including The 7 Year Itch and The Girl Can't Help it. Alice Faye just looks like she wishes it was 1945 again. So did I. ...you might too even if like me, you weren't born then. Interesting to see Bobby Darin certain to ride a Vespa scooter after his star turn in Come September. Fox wanted to include that imagery in the trailer for sure. Sorry STATE FAIR lovers. Ann-Margret's legs and Pat's pecs get the gold stars. The fab 60s neons of the time and the Jetson's style fair rides are particularly interesting design of the time. I starting hearing other R&H songs in the background (Iam sixteen... etc) recycled into theme music for this. Have a listen in some drama scenes with theme music. Those lilting riffs do come from other R&H pix.

I see the reviews, I see the number ratings, I don't understand.

In my opinion this is an excellent movie. I'm not a movie critic, I don't have a degree in film arts or even drama. I'm just a retired high school math teacher. That said, I find so many things about this film to be so positive and endearing.

Pat Boone is great, Ann Margaret is beautiful and the the rest of the actors were so enjoyable. The songs and music are outstanding and best of all you can understand every word of every song. Yep, you guessed it, I'm an old guy, I'm 63 and I had the pleasure of seeing this film on its first run in the theater in Nashville, Tennessee. I loved it then and I loved it tonight after watching it for the first time in 40 years on the new DVD widescreen Cinemascope release. I still have the LP vinyl 33 1/3 RPM original movie soundtrack. Love it too.

Some critics seem to feel that everything is too polite, too sweet, too clean to be realistic, but I'll tell you, that's the way it was where I grew up 40 years ago. I hope you enjoy it as much as we did tonight. 10/10

I saw this on TV today for the umpteenth time and still enjoy it although it is not as good as the 1945 version; so it must be the talent or direction. Nevertheless, the great Hammerstein music is there "It Might As Well Be Spring", "It's A Grand Night for Singing", plus many more sung by Pat Boone, Anne-Margaret, Tom Ewell, and Alice Faye who came out of retirement of 20 years to do this version. As usual she has always been my favorite. I met her in Santa Barbara one year at the Arlington Theater where she was promoting a product. I have her autographed photograph in my collection. 7/10

STATE FAIR--the 1962 version--is barely watchable. If it weren't for the Rodgers & Hammerstein songs, it would be a complete misfire. As it is, it just makes you yearn for the simple charm of the 1945 version that starred JEANNE CRAIN, DANA ANDREWS, DICK HAYMES and VIVIAN BLAINE in the roles occupied here by PAMELA TIFFIN, BOBBY DARIN, PAT BOONE and ANN-MARGRET.

Jose Ferrer really struck out with this one, eliminating all the charm of the Technicolored version starring Crain as Margy, the girl who meets a newspaper man and falls hard. Then too, FAY BAINTER was ideal as the homespun mother worried about her chance of winning the prize at the fair for her jam, while here it's an ill-used ALICE FAYE making a sentimental return to Fox after years of retirement from the big screen.

The songs are done only adequately, no more, and ANN-MARGRET cheapens the story with her interpretation of the singer at the fair. And even ALICE FAYE's throaty way with a song seems diminished by time.

Summing up: Completely tasteless, boring version of the "American as apple pie" musical that first surfaced in 1945.

The 1945 version of this is a nice, down-home slice of hokum with some good songs and winning performances, but the 62 remake is more of a mixed bag. It's like the director couldn't decide quite how to pitch the film - to go for the older audience, nice and cosy like the earlier film, or a bit harder-edged, with the jazz and rock n' roll influence to the fore for the teenagers? It all seems a bit uneasy, somehow. It's the music that saves it. Many of the original songs survive and there is a handful of new ones thrown in the mix too - the best of which (for me) are 'Willing & Eager', the instrumental linking piece and the truly beautiful 'This isn't Heaven'. But the one that sends me away grinning and happy is 'The Little Things in Texas', a duet with Tom Ewell and Alice Faye (doesn't she have a comely voice?) clearly enjoying themselves with this slightly saucy song. I could listen to this song over and over, it cheers up my day no end. I'll take the 45 version please, but the 62 one has much to recommend it despite its patchiness.

The three film versions of State Fair serve as authentic mirrors of the times in which each was made. The 1933 version springs from the dust and grime of the Great Depression, portraying the struggles of farm folk to survive a sparse, hand-to-mouth existence; for this family, the annual fair is one of precious few things to look forward to. A mere twelve years later, the 1945 version is saturated in post-WWII optimism, with the Technicolor camera capturing a world bathing in its devil-may-care prosperity; indeed, there are no farm hands and the Frake children do not appear called upon to contribute in any capacity. In keeping with the times, screenwriter Richard Breen weaves the 1962 remake with subtle storm warnings of a world gradually yielding to corporate dominance. In the pavilions, shown largely through the eyes of correspondent Jerry Dundee (Bobby Darin), horses are being outmoded by machinery, computers are already threatening to render human beings useless ("Pretty soon they'll be able to run a whole fair with just a couple of switches"), and even Melissa's mincemeat has raised stakes, her chief competitor for the blue ribbon no longer a wealthier housewife but Belco and Fremont, a conglomerate using the fair to advertise its mass-produced wares. Dundee even uses this foreboding sense of doom to lure Margie (Pamela Tiffin) into lovemaking, admonishing her to make her move "before those IBM machines turn us all into erector sets." Additionally, there is a sense of immediacy in the media coverage of the fair that quells its once-provincial local flavor: Television monitors are ubiquitous, and Dundee's character is no longer a newspaper reporter but a burgeoning TV personality. The WWII-influenced bandstand of the 1945 version is now a massive Vegas-inspired revue. And Wayne, previously determined to master a side-show ring toss, now seeks vengeance via victory on the speedway. There's most definitely a non-stop adrenaline rush in the film, which has led the 1962 version to be disparaged for diluting the so-called "charm of the original." On closer inspection, however, the creative team was simply responding to a changing world, which they accurately reflected. This might explain why the film has gained prestige and an ever-growing fan base in the years since its release, as the subtle storm warnings of Breen's concept have by now flourished like weeds in a garden.

The third film version of 'State Fair' (and the second musical version) is only partly successful, although it is nowhere near as bad as reviews of the time would have you believe.

Margy Frake this time round is played by newcomer Pamela Tiffin, who is rather colourless (and has her voice dubbed as Jeanne Crain did 17 years earlier). Her squire at the fair this time round is called Jerry and works for that new-fangled media, the 'tube' or TV. He's played by Bobby Darin who looks far too old to be chasing Tiffin - perhaps that is why a couple of references were added in this version about her age.

Pat Boone, in one of his few film appearances, is really rather good as Wayne Frake, who is now a racing driver, and of course he does his own songs and rather well. As the show singer Emily, Ann-Margret is embarrassing and too trashy; I always find her a bit OTT, as she is here.

The Frake parents, Tom Ewell and Alice Faye are charming and both have songs created for this version which were not in the '45 film, including a charming duet when they are out on the midway.

The new songs, written by Rodgers alone as Hammerstein had died by the time the film was created, are a mixed bunch. 'Never Say No To A Man' is just plain odd, although is a nice number for Faye's voice. 'Sweet Hog of Mine' fits perfectly, although some of the others feel like padding. Now the Sate Fair has relocated to Texas, we have a new song to replace 'All I Owe Ioway', this time it is 'The Little Things In Texas I Love'.

Although watchable, the relationship between Jerry and Margy in particular does not have the easy romance we saw in previous versions; while Emily does not gain the audience sympathy her character should.

A misfire, then, but a fascinating companion piece to the earlier version and it is useful to see them released together on DVD.

Third film-version of Phil Strong's book, and the second to include a song-score by Rodgers and Hammerstein, has been "updated" for young audiences circa 1962. Squeaky-clean Bobby Darin, Pat Boone and Pamela Tiffin are all wholesomely attractive, but these current names are merely used to service a still-corny and old-fashioned story (it hasn't dawned on the filmmakers that 1962 is nearly two generations removed from 1945). On the other hand, Ann-Margret manages to energize the sterile scenario with her titian hair swinging, hips grinding and puckered mouth pouting. Texas fair attracts local farm family, with smitten Boone falling for showgirl A-M, who doesn't exactly want to become a hausfrau on the range (who could blame her?). Awkward and curiously lethargic, with Tom Ewell singing to a pig and Alice Faye (out of retirement) looking sadly uneasy in front of the camera. *1/2 from ****

i really love this movie, i wish that they would bring it back to t.v. the movie is really heart warming. it's base on the love between four young people, and the different worlds they live in and how they meant. and fell in love. i wish that they can put this film on disk or tape.

Why the critics hate this film so much is beyond me. I found it to be a decent remake of the 1945 motion picture. This movie stars Tom Ewell, Alice Faye, Pat Boone; in great singing voice, Bobby Darin, the fantastic Ann-Margret and Pamela Tiffin. The makers up-dated the story to Texas and made changes here and there. I like the 1945 version better, but that doesn't make this film any less enjoyable to watch. The critics go on and on how they hate this movie. Why? What is so bad about it? The singing is great as are the production values. If you want to see a truly horrible remake look no further than the T.V. version of SOUTH PACIFIC or THE MUSIC MAN.

Don't listen to the critics and just watch and enjoy this wonderful version of Rodgers & Hammerstein's STATE FAIR.

One word: AWFUL. BARELY recognizable as the same movie from 1945. Trying to draw parallels between the elegant Vivian Blaine and Ann-Margaret who comes off as trashy is just pathetic. And Pat Boone, though I usually enjoy him, was not at all good enough to fill Dick Haymes' shoes. Furthermore, Bobby Darrin is not fit to CLEAN Dana Andrews' shoes. What was the point in completely moving the setting to Texas? Aren't they conceited enough down there? There was no real plot, the development of love between the two couples was completely unbelievable, the reworking of what original scored remained was horrendous, and half the cast sounded like bullfrogs when they sang. Now I know why I got it for free when I bought the original. Save yourself the misery and waste of time and if you get the two-disk DVD set like I did, then you've got yourself a free coaster.