Film
State Fair
Other titles called State Fair: the 1945 film.
A Depression-era charmer about an Iowa farming family's three days at the state fair, where the kids chase romance while parents fret over prize-winning livestock and pies. It's gentle, warm, and genuinely funny—a snapshot of small-town American life that feels lived-in rather than performed. Perfect if you want something that soothes rather than storms.
If you liked this
It Happened One Night1934
The screwball comedy that won Best Picture the year after State Fair. Hitchhiking, banter, class collision, and a romance that feels earned rather than imposed. Frank Capra at his most ingenious.
But Fast-paced 1930s dialogue can feel mannered if you're not in the mood. Some romantic assumptions haven't aged perfectly.

Ah, Wilderness!1935
Nostalgic small-town American summer, awkward adolescent romance, and Eugene O'Neill's surprisingly tender script. Feels like genuine recollection rather than sentimentality. Lionel Barrymore is wonderful.
But Quiet and contemplative—there are long stretches where very little plot happens. Requires patience for mood over incident.

You Can't Take It with You1938
Another Capra masterpiece about family eccentricity and finding joy in the Depression. Warm, funny, and surprisingly wise about what actually matters. Ensemble cast that feels like real people.
But Runs nearly two hours and the whimsy occasionally tips toward cloying. The plot wraps up very tidily, which some find unconvincing.

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State Fair1945
Same story, same world, same themes—but transformed into a completely different medium and register. Shows how the bones of State Fair could sustain either approach.
The 1945 Rodgers and Hammerstein musical remake of this same story, but in Technicolor with songs. If you loved the 1933 version's warmth, this is the film that proves it could sing. Genuinely joyful.
But Musical numbers interrupt naturalistic flow; if you want the original's quieter observation, the songs will feel intrusive and theatrical.

More like this (8)
The Egg and I1947
Rural life, bickering newlyweds, and genuine comedy from the friction between city and country. Claudette Colbert is sharp, Fred MacMurray is likable, and the chickens steal every scene they're in.
But Depends on 1940s attitudes toward marriage and gender roles that will make you wince. Pacing is slack by modern standards.

Meet Me in St. Louis1944
The DNA of State Fair but with Technicolor glamour and Judy Garland. Four seasons with a family, small romantic tangles, and genuine affection for the mundane moments of life. Pure cinema magic.
But The tone is deliberately theatrical and heightened—nothing feels naturalistic. Some find the sentimentality suffocating.

Anne of Green Gables1934
Orphan girl discovers belonging in rural Prince Edward Island. Sweet without being saccharine, and Anne herself is funny and vivid. The landscape feels like a character, like the fair in State Fair does.
But Very much a film about girlhood and feelings—if that doesn't interest you, not much happens plot-wise. Dialogue is period-heavy.

Libeled Lady1936
Screwball chaos with William Powell, Myrna Loy, Spencer Tracy, and Jean Harlow. Joke-a-minute pacing and four leads who genuinely seem to be having fun together. Proof that 1930s comedy could move.
But Relies on rapid-fire dialogue and assumes audience familiarity with screwball tropes. Can feel exhausting if you want something gentler.

Captains Courageous1937
A spoiled boy learns humility on a fishing boat through hardship and kindness. Genuinely moving without getting maudlin, and Spencer Tracy anchors everything with quiet authority.
But The child performance is dated and occasionally grating. Story beats are entirely predictable once you know the setup.

The Good Earth1937
Epic of rural Chinese farming life through hardship and seasons. Sprawling, ambitious, and interested in how ordinary people endure. Paul Muni gives an understated masterclass in aging through makeup and bearing.
But Three-hour runtime and a pace that reflects the slow grind of agricultural life. Yellow-face casting is deeply uncomfortable to modern viewers, despite good intentions.

The Grapes of Wrath1940
Both films are about American agricultural families during economic hardship, but State Fair chooses hope and momentary escape, while Grapes of Wrath refuses to look away from the abyss. They're the same moment seen through opposite lenses.
Ford's Depression-era masterpiece about a farming family, but brutal where State Fair is gentle. Same America, same rural crisis, same family bonds—but the camera looks unflinchingly at what's being lost. John Ford's greatest work.
But Unrelenting in its sorrow and anger. There is no fair, no prize, no romance that fixes anything. If you want comfort, this will not provide it.

The Rules of the Game1939
Both films treat social ritual and courtship as their entire subject and find profound humanity in small moments and comic detail. But Renoir is French sophistication observing pretense, while State Fair is American optimism celebrating connection. They're perfect mirrors.
A French estate during a weekend house party where everyone is performing for everyone else—flirtation, class anxiety, desire, and the masks we wear. Renoir's camera loves human mess and contradiction. Endlessly rewatchable.
But Subtitled, 113 minutes, no plot to speak of—just people being complicated. Requires active attention and tolerance for ambiguity. It's mood and observation, not narrative.

People
Cast
Janet GaynorMargy Frake
Will RogersAbel Frake
Lew AyresPat Gilbert
Sally EilersEmily Joyce
Norman FosterWayne Frake
Louise DresserMelissa Frake
Frank CravenStorekeeper
Victor JoryHoop Toss Barker
Frank MeltonHarry Ware
Hobart CavanaughProfessor Fred Coin (Uncredited)
Doro MerandeMrs. Metcalfe's Acquaintance at Food Contest (Uncredited)
Erville AldersonMartin, Hog Breeder (Uncredited)
Directing
- Ray FlynnAssistant Director
- Henry KingDirector
Writing
- Philip StongNovel
- Paul GreenScreenplay
- Sonya LevienScreenplay
Production
- Jack GainsCasting
- Robert MayoCasting Assistant
- Robert PalmerCasting Assistant
- Phil M. FriedmanCasting Associate
- R.C. MooreLocation Manager
- Winfield R. SheehanProducer
- Edward ButcherProduction Manager
- Charles E. McCarthyPublicist
Recommended by
Ah, Wilderness!, Our Vines Have Tender Grapes, Breaking the Ice