40 user 21 critic

State Fair (1962)

0:31 | Trailer
Texan farmers the Frake family head for the Texas State Fair in Dallas. The parents are focused on winning the competitions for livestock and cooking. However, their restless daughter Margy and her brother Wayne meet attractive new love interests.


José Ferrer


Richard L. Breen (screenplay) (as Richard Breen), Oscar Hammerstein II (adaptation) | 3 more credits »
1 win & 2 nominations. See more awards »





Complete credited 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
Wally Cox ... Hipplewaite
David Brandon David Brandon ... Harry Ware
Clem Harvey ... Doc Cramer
Robert Foulk ... Mincemeat Judge
Linda Henrich Linda Henrich ... Betty Jean
Tap Canutt Tap Canutt ... Red Hoertert (as Edward 'Tap' Canutt)


The Frakes - father Abel Frake, mother Melissa Frake, young adult son Wayne Frake and eighteen year old daughter Margy Frake - are a farming family from Banning, Texas getting ready to go to the multi-day Texas State Fair in Dallas as they do every year. Wayne is too preoccupied with entering his red sportster in the Gold Cup car races against his arch rival Red Hoertert than really notice that his unofficial fiancée Betty Jean isn't going to the fair. And Margy is just preoccupied with the thought of being in a relationship with a real man, instead of the courtship she has with the boorish Harry Ware. At the fair, Melissa is hoping she made the right decision regarding the mincemeat she has entered for judging, she dealing with her temperance view against Abel's assertion that the mincemeat would taste better with some brandy. The competition is even more cutthroat as commercial producers have entered several of the food competitions including mincemeat this year. And Abel may have ... Written by Huggo

Plot Summary | Add Synopsis


So fresh and wonderful with Richard Rodgers' NEWEST melodies and NEWEST lyrics!


Musical | Romance


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Did You Know?


The film was originally slated to be shot in Todd-AO, the 65mm negative process from which 70mm prints would be struck for theatrical presentation (the extra five millimeters carried the magnetic six-track stereophonic soundtrack). Some test footage as well as a few exterior shots were filmed in 65mm, but the process was ultimately scrapped in favor of 35mm CinemaScope, likely for budgetary reasons. The 65mm material still exists in the Fox stock film library. See more »


Margy Frake: What had gotten into me, anyway? The things I used to like, I don't like anymore. I want a lot of things I've never had before.
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Our State Fair
Lyrics by Oscar Hammerstein II
Music by Richard Rodgers
Performed by Pat Boone, Tom Ewell, Alice Faye, and Chorus
See more »

User Reviews

partly successful remake
19 December 2006 | by didi-5See all my reviews

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.

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English | Italian | Spanish | French

Release Date:

9 March 1962 (USA) See more »

Also Known As:

La foire aux illusions See more »

Filming Locations:

Becker, Texas, USA See more »


Box Office


$4,500,000 (estimated)
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Company Credits

Production Co:

Twentieth Century Fox See more »
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Technical Specs

Sound Mix:

4-Track Stereo (Westrex Recording System)



Aspect Ratio:

2.35 : 1
See full technical specs »

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