The poster above is from the 1945 film State Fair, a charming film with six good songs by Rodgers and Hammerstein in the Americana mode that for them started with the blockbuster stage musical Oklahoma!
My intent was to collect some of the commercial recordings of songs from the 1945 film. Then I remembered that Richard Rodgers had written both words and music for several new songs for a 1962 remake. This in turn led me to the 1996 stage musical, which had its own additions from the Rodgers & Hammerstein back catalogue. And that production had been a reworking of a 1969 staging, which featured different R&H additions.
Eventually I ended up with 26 selections, which can be categorized as follows:
- The songs from the 1945 film: eight selections, including one song cut from the film and one alternate take. The title song also is included, albeit in a 1962 recording.
- The new songs for the 1962 film: four songs by Rodgers.
- The R&H catalog songs added to the 1969 stage musical, in their original versions.
- The seven catalog songs inserted into the 1996 Broadway musical, in their original versions, plus one song that was a reworking of another song cut from an R&H musical.
All this will become clear, or at least clearer, as we proceed. First some background.
The Story of State Fair
Ground zero for all these musicals - and a 1976 non-musical television adaptation - was Phil Stong's 1932 novel with the same name, which related the story of an Iowa farm family named Frake - father Abel, mother Melissa and teen offspring Margy and Wayne - and their trip to the State Fair. Romance for the youngsters and blue ribbons for Ma and Pa ensued.
Hollywood immediately picked up on the story. The following year, a non-musical film starring Will Rogers, Louise Dresser, Norman Foster and Janet Gaynor showed up in the nation's film emporia. You'll notice Lew Ayes snuggling with Janet Gaynor above. He's one of the love interests. Not sure who the other figure is. It can't be Louise Dresser, so it must be Sally Eilers, whose slinky attire apparently was designed to allure Wayne.
Songs from the 1945 Film
State Fair was the only musical that R&H composed directly for the screen. Although it is set at the fair, the story is really about two restless young people who are dreaming of a world beyond the farm. Ma and Pa provide comic relief - Abel with his giant hog; Melissa with her mincemeat pies.![]() |
| "It Might as Well Be Spring" |
The "dreaming" theme is quickly established by the most famous song from the score - "It Might as Well Be Spring," which Margy (Jeanne Crain, dubbed by Louanne Hogan) sings from an open window:
I keep wishing I were somewhere else / Walking down a brand new street
Hearing words that I have never heard / From a man I've yet to meet
This longing for something new was common in the times, and was a theme in American literature at least as far back as Eugene O'Neill's 1918 play Beyond the Horizon. In films it had shown up in The Wizard of Oz ("Over the Rainbow'). Later it would become integral to Aaron Copland's opera The Tender Land.
There were surprisingly few commercial recordings of the State Fair songs at the time. The most notable set was an album with five songs by Dick Haymes, who took the role of Wayne Frake. This collection includes three of those - "It Might as Well Be Spring," "All I Owe Ioway" and "It's a Grand Night for Singing." In the film, he features only in the latter, in ensemble.
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| Vivian Blaine and Dick Haymes |
Oddly, Dick did not record his main song in the film - "Isn't It Kinda Fun?", a duet with Vivian Blaine, who played his prospective love interest, band singer Emily Edwards. So I've added an aircheck from his radio show, where his partner is Helen Forrest, along with a solo version that's an outtake from the film, I believe.
Haymes is wonderful, of course - his voice is evenly produced in a resonant baritone, with remarkably accurate pitch.
I've also included a few commercial recordings of interest. Margaret Whiting did a fine version of "It Might as Well Be Spring" with Paul Weston. This was one of Maggie's first recordings - Weston was top billed - and in truth his arrangement is beautiful.
Some jazz artists adopted the ballad as well. Stan Getz recorded it at least twice. He's here in a 1951 recording with the young Horace Silver on piano.
"That's for Me" also attracted a few record companies. This collection includes a version by Jo Stafford from 1945 that is too cool-toned for this enthusiastic number. Artie Shaw also recorded it with a vocal by the warm-voiced Hal Derwin (called "Hal Stevens" on the label).
One song was cut from the film - "We Will Be Together," presented by Vivian Blaine and the band's male singer, played by Wayne Marshall. He was Haymes' rival for Vivian's attention. This song is included as well.
Songs from the 1962 Film
By the time the 1962 remake of State Fair went into production, Oscar Hammerstein had died, so Rodgers decided to write the lyrics for several new songs himself, as he was to do for the Broadway show No Strings, which opened that same year,
While the results are not bad, they are not at the level of the 1945 songs, so none of them became popular. To represent the show I've included the soundtrack versions, which are as follows:
- "Never Say No to a Man": questionable motherly advice from Ma (Alice Faye, who came out of retirement) to Margy (Pamela Tiffin).
- "Willing and Eager": a duet for Wayne (Pat Boone) and love interest Emily (Ann-Margret), who is a dancer rather than singer in this version. Pat is very good; Ann-Margret was more dancer than singer, but she's effective here.
- "This Isn't Heaven": Bobby Darin sings this to Pamela Tiffin. A good song, which Bobby does well, but neither he nor Pamela could act.
- "The Little Things in Texas": Tom Ewell (Abel) and Alice Faye do this one. I should have mentioned that this version of the saga moves the locale from Iowa to Texas.
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| Tom Ewell and Blue Boy |
Arthur Fiedler and the Boston Pops did record a 1962 album with songs from both State Fair and No Strings that included instrumental versions of "This Isn't Heaven" and "Willing and Eager." To represent the LP, I've included their instrumental version of the opening song "Our State Fair" as a sort of overture to the entire proceedings. Rodgers wrote this as a march, and arranger Richard Hayman leans into it, making it quasi-Sousa.
The 1962 film was not a success. Here are a few excerpts from Bosley Crowther's New York Times review:
Twentieth Century-Fox' remake of minor bucolic tribulations ... is a basically obvious and, for the most part, dull fare. This "Fair" is at best, only fair. For all its good intentions, it seems to be a parody of moviemaking of the past...
One has the feeling that the songs are being sung on cue and not because the drama inherent in the scene demanded a song.
The 1969 Stage Musical
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Harriet and Ozzie Nelson |
State Fair was unusual in that it was a musical film that became a stage musical. The first attempt to do so was in 1969 in St. Louis. Pa and Ma were Ozzie and Harriet Nelson, longtime TV stars who had been musicians in a prior life. The production had pedigree: Oscar Hammerstein's son James was the director and Rodgers himself supervised the show.
This production added three songs from one of R&H's "smaller" shows, 1953's Me and Juliet, which was a backstage story that included a show within a show (also called Me and Juliet). It was hard to stage and confusing, so it has seldom been revived. It did boast several excellent songs, as always with R&H.
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| Isabel Bigley and Joan McCracken |
To represent the 1969 State Fair, I've included the versions of these songs from the Me and Juliet cast album. I don't know how they were used in the 1969 production.
- "It's Me" - sung by female lead Isabel Bigley and Joan McCracken
- "Keep It Gay" - done by the male heavy, Mark Dawson
- "Marriage Type Love" - sung by Arthur Maxwell, the "me" of Me and Juliet, the show-within-a-show
The 1969 score also included a new song, "Away from Home." I know nothing else about it. (Addendum - reader John S. and Alan Gomberg send the following information: In the St. Louis Post-Dispatch review of the Muny production, it was stated that the lyric for 'Away from Home' was by Lucille Kallen. She adapted the screenplay for the stage and was credited for that in the program. She was not credited with the lyric. It is not known whether the song, with music by Rodgers, was wholly new or was perhaps a trunk song for which Kallen provided new lyrics to existing Rodgers music.
The 1996 Stage Musical
State Fair made it to Broadway in 1996, in a new production also co-directed by James Hammerstein. Abel and Melissa were John Davidson and Kathryn Crosby. Margy and Wayne were Andrea McArdle and Ben Wright. Donna McKechnie was Emily and Scott Wise was Pat, the new Margy love interest.![]() |
| John Davidson, Ben Wright, Kathyn Crosby, Andrea McArdle |
The show included eight new songs, all of which were taken from other R&H shows, or were cut or adapted from them. I've included the original versions when available and the 1996 recordings when not.
These are as follows:
- "Driving at Night" - adapted by James Hammerstein and orchestrator Bruce Pomahac from an outtake from the 1947 R&H musical Allegro, "Two Short Years." This ensemble number is taken from the 1996 cast album.
- "You Never Had It So Good" - cut from Me and Juliet and done here by Donna McKechnie and Scott Wise.
- "When I Go Out Walking with My Baby" - cut from Oklahoma! and sung here by John Davidson and Kathryn Crosby.
- "So Far" - from 1947's story-of-a life Allegro, with Gloria Wills from its original cast.
- "The Man I Used to Be" - from Pipe Dream, a 1955 sequel to Cannery Row written by John Steinbeck with music by R&H, here sung by William Johnson of its original cast as lead character Doc.
- "That's the Way It Happens" - from Me and Juliet, sung by Isabel Bigley.
- "Boys and Girls Like You and Me" - this song had the misfortune of being cut from three productions - Oklahoma! and two more not otherwise by R&H, the films Meet Me in St. Louis and Take Me Out to the Ball Game. Judy Garland made a commercial recording of the song, but here we have Frank Sinatra's outtake from the baseball musical. It's a beautiful piece, although the verse is a fine example of Hammerstein poesy.
- "The Next Time It Happens" - from Pipe Dream, here sung by Judy Tyler of its original cast.
The 1996 production carried over two songs from the 1962 film, "More than Just a Friend" and "Willing and Eager."
In the New York Times, Vincent Canby summarized both the appeal of the score and the failure of the Broadway production (it lasted four months):
State Fair still clings today, in large part because of the lilting score that includes such songs as "It Might as Well Be Spring," "That's for Me" and "Our State Fair." Be warned, however: If you allow any one of the melodies to penetrate your consciousness, you put yourself at risk. It will buzz around in the mind forever, or until a deep doze sets you free...
Here's a faithful, utterly mechanical stage replica of a work that, while it was never exactly top-drawer, was typical of the kind of miracles Rodgers and Hammerstein could pull off when in good form...
There's nothing wrong with the good old family values that State Fair is still promoting, except they're now being promoted with less theatrical guile than brazen push.
The first production was sincere; a valentine to a rural America that was changing. Adapting that to later times proved challenging. But the music endures.




















































