State Fair is a 1933 movie directed by Henry King and starring Janet Gaynor, Will Rogers, and Lew Ayres. The movie was based on a novel by Phil Stong. The movie was remade into a Technicolor musical in 1945, with original music by Rodgers and Hammerstein. Directed by Walter Lang, the film starred Jeanne Crain, Dana Andrews, Dick Haymes, Vivian Blaine, and Charles Winninger. This was the only musical Rodgers and Hammerstein wrote directly for film. The movie introduced such popular songs as "It Might As Well Be Spring" and "It's A Grand Night For Singing".

A financially and critically unsuccessful 1962 film was made, starring Pat Boone, Bobby Darin, Ann-Margret, Tom Ewell, and Alice Faye. Richard Rodgers wrote additional songs, both music and lyrics, for this version, as Oscar Hammerstein had died in 1960.

In 1996 it was adapted for a Broadway musical of the same name, with additional songs taken from other Rodgers and Hammerstein musicals.

The 1933 version was nominated for an Academy Award for Best Picture; it has some scenes that would be censored a few years later. The 1945 version won an Academy Award for Best Song for "It Might As Well Be Spring" by Richard Rodgers and Oscar Hammerstein II. It is the only musical that Rodgers and Hammerstein wrote directly for films. Jeanne Crain's singing voice was dubbed by Louanne Hogan.

While the first two versions were set at the Iowa State Fair, the 1962 version was filmed in Dallas, Texas, where the State Fair of Texas takes place every year in Fair Park. The Tilt-A-Whirl that was used in the movie is currently at a small theme park in Golden, Colorado.

Television pilot that did not go to series

Director Henry King (I) and crew were invited to the 1932 State Fair and Exposition in Des Moines, Iowa to film background material, including the racing scenes and midway. After the fair, they purchased three hogs, including the grand champion, Dike of Rosedale, who was cast as Blue Boy.

Barbara Eden (I) and Andy Williams (I) tested for roles.

This was Ann-Margret's very first feature film; it was shot before Pocketful of Miracles (1961). The latter is now considered her first film because it was released before State Fair.

Wally Cox (I)'s first film.

The race scene takes place in Oklahoma City at the Oklahoma State Fair Raceway. You can almost make out the bottling facility on Pennsylvania that stands to this day. The raceway is still there and races take place year round. There is talk of demolishing the stands in order to make more parking.

One of the Rodgers and Hammerstein songs from the 1945 movie score could not be used in this picture -- "All I Owe Ioway," since, of course, the state fair had been transplanted from Iowa to Texas. In the 1962 film, Richard Rodgers (I) provided both music and lyrics for an equivalent number, "The Little Things in Texas," sung by Alice Faye, Tom Ewell and a children's chorus.

Returning to Twentieth Century-Fox after nearly 17 years, Alice Faye had hoped to reunite with two friends from her Fox heyday -- Don Ameche (in the role of Abel Frake) and director Henry King (I).

Farm family Frake, with discontented daughter Margy, head for the Iowa State Fair. On the first day, both Margy and brother Wayne meet attractive new flames; so does father's prize hog, Blue Boy. As the fair proceeds, so do the romances; must lovers separate when the fair closes? Written by Rod Crawford