What makes it different from others?

The performances transcend the film's tropes, grounding it in characters that feel more complete than this subgenre often produces.

Blending excellent reporting and strong storytelling, this is a disturbing film truly stranger than fiction

The movie really just wants to entertain people.

Having seen the rather sappy 1962 version of this story, I was intrigued by the cast of this film and decided to check it out. I knew I was in for something special when Janet Gaynor as Margy asks her brother Wayne, played by Norman Foster, if he ever feels like " raising hell " on the eve of their departure for a week at the state fair. Meanwhile Pa Frake ( Will Rogers ) obsesses over his prize pig Blue Bell and Ma Frake ( Louise Dresser ) spikes the mincemeat recipe in anticipation of scoring blue ribbons. Upon arrival at the fair, the Frake Family goes full Merry Prankster mode, setting up a tent and diving into the free love and entertainment festival full bore ( boar? ). Both kids are given loose rein by Ma and Pa who are hip to the fact that animal husbandry may necessarily involve human breeding as well as the four legged kind. Ma's mincemeat trips out a judge who lands in the psych ward while Blue Bell gets turned on by a hot sow and goes hog wild. A story this cool could only exist in pre - Hayes Hollywood and the sophisticated outlook of the Frakes runs counter to farm family character expectations. At the heart of this movie are fully developed, endearing figures who get lost in lust, love and longing just like real people. The conclusion of the fair features some fantastic cinematic shots of carnival barkers who remind us that, along with this movie, the good stuff has to wrap up eventually, like it or not.

Wonderful! This first and best of Fox's three State Fairs certainly whets my appetite for more King films of this vintage. I always thought of him as a rather stodgy director. And certainly the scenes with Will Rogers and Blue Boy are handled in what I would term as typically lethargic fashion. Fortunately, they succeed because Rogers infuses them with his own gracious charisma, but from a purely filmic point of view, they are dull, static and uninteresting. But what a contrast with Miss Gaynor's scenes, with the camera tracking madly to disclose all the bizarre wonders of the fair! King's powerfully rapid pacing, his evocative sense of atmosphere, his masterful ability to punch the drama home, his documentary-like feeling for vivid realism are all in marvelous evidence here. And what great performances from many in the support cast, including Sally Eilers as the trapeze girl, Norman Foster as the awakened rube, and Victor Jory as the con artist of the hoopla! But it is Miss Gaynor's picture. Hers is a beautifully poignant, translucent performance. She portrays her Margy with a touching simplicity and honesty, far removed from the usual Hollywood trappings of glamour. Unattractively styled and made up, dowdily dressed, she transforms her heart-struck little farm girl into an ethereal creature of rare beauty and absolutely captivating naturalness. Lew Ayres is good too. Interestingly, King was first choice to direct the 1962 remake. He declined. A wise decision, as there was no way he could better his magnificent achievement with this one. Despite the film's disappointing reception in New York, it managed to gross a whopping $1.8 million in rentals throughout the U.S. and Canada in 1933, making it equal seventh of the domestic market's top movies for the year.

I was really surprised how much this film moved me. It's really Gaynor and Ayers' movie with Will in more of a supporting role. Well directed with good effects for the era, my enjoyment was genuine and heart felt. Others might enjoy it in terms of sociology or film history,I hated the Pat Boone version and the Dana Andrews' was only alright. I watched it on TCM where the print had several breaks and audio pops.Aside from the John Ford/Will Rogers films (embarrassing stereotypes aside) Will's sound films are very mixed. They're tailor made for his persona but weak casts, low production and stage bound screenplays have you reaching for the FF. He redeems most of them but I'm happy to find this solid work made shortly before his death. Surprised it escaped my attention until now.

Initially Janet Gaynor hadn't wanted to make "State Fair". She was Fox's top female star but a steady stream of waif like, child / woman roles in films with names like "Delicious" and "Adorable" showed why she was unhappy. Fox even hired Marian Nixon for the films she had refused to do with Charles Farrell. "State Fair" is just a wonderful film - I haven't seen many of Janet's films (but I plan to) but I thought she was just perfect as Margy Frake, the sweet farm girl who finds romance at the State Fair.There is much anticipation as the Frake family drive off to the State Fair - Pop (Will Rogers) is worrying about his prize hog, Blue Boy, Ma (Louise Dresser) is fussing over her pickles and mincemeats (nothing that a half a bottle of Apple Brandy won't put right). Margy and her brother are just eager to arrive. It doesn't take long for romance to surface - Wayne (Norman Foster), after an altercation with a smart aleck side show barker (Victor Jory in an early role) meets the dazzling Emily (Sally Eilers) star of the high wire, who proceeds to knock him off his feet (in the romantic sense). She falls in love with him also, but realises that she could never adjust to farm life. Margy meets Pat Gilbert (Lew Ayres), a jaded reporter, on a roller coaster ride. Could Lew Ayres have been her perfect leading man - they have such chemistry together, that's why I believe Lew Ayres is so great in this movie. I think they would have made a great romantic team and it is a shame they didn't make more movies together.The "official" star of the movie was Will Rogers and even though his films are not remembered today he was Fox's biggest star. He originally was a star of the Ziegfeld Follies, where he performed rope tricks and talked to the audience with home spun philosophy about politics and events of the day. He spoke with wit and sincerity and was soon know around Broadway as Mr. Everyman. With talking pictures he went to the top of the box office and was still there when he died in an air crash in 1935. "State Fair" is perhaps his best know film although he doesn't have much to do but try to coax his prize hog "Blue Boy" out of a love sick depression. Louise Dresser was so real in her part - she played mother roles with the least amount of sugar and sentimentality and was often paired with Will Rogers as a contrast to his "ah shucks" personality.They return to the farm with Blue Ribbons for hogs and preserves but the youngsters are sorrowful. Surely the both of them are not going to be unlucky in love!! - but No! Wait! - Margy gets a phone call - and it's not her loyally pompous boyfriend, Harry Ware. For me, this is a memorable movie moment - as Margy runs through the spring rain and into Pat's waiting arms.Highly, Highly Recommended.