State Fair (musical)

State Fair is a musical with a book by Tom Briggs and Louis Mattioli, lyrics by Oscar Hammerstein II, and music by Richard Rodgers.

State Fair
Original Broadway poster (1996)
MusicRichard Rodgers
LyricsOscar Hammerstein II
BookTom Briggs
Louis Mattioli
BasisState Fair
by Richard Fielder
State Fair
by Richard L. Breen
Oscar Hammerstein II
Sonya Levien
Paul Green
State Fair
by Oscar Hammerstein II
Sonya Levien
Paul Green
State Fair
by Sonya Levien
Paul Green
State Fair
by Phil Stong
Productions1996 Broadway

Phil Stong's original novel, State Fair, was first adapted for film in 1933 in a production starring Will Rogers. In 1945, the film was remade as a musical with original songs by Rodgers and Hammerstein. This was subsequently remade in 1962 as well as adapted into a made-for-television movie in 1976. The stage production closely follows the plot of its predecessors, providing a glimpse into the life of a farming family, the Frakes, and their three-day adventure at the Iowa State Fair in Des Moines in 1946. While parents Abel and Melissa are hoping to win a few blue ribbons, siblings Margy and Wayne are more interested in finding romance on the midway.

Production history

In 1969, The Muny in St. Louis presented the world stage premiere of State Fair starring Ozzie and Harriet Nelson with Ron Husmann, Jerry Lanning, Bonnie Schon, Carol Richards, Jack Goode, Tom Pedi, Tommy Tune and Lawrence Leritz (stage debut) in the children's chorus. The production was directed by James Hammerstein, supervised by Richard Rodgers and also choreographed by Tommy Tune. Additional songs included in this production were three from "Me & Juliet"; "It's Me!", "Keep It Gay" and "Marriage Type Love" and a new one, "Away From Home."

In 1992 a new stage adaptation, by Tom Briggs and Louis Mattioli, was produced as part of the Broadway Preview Series at the North Carolina School of the Arts, and was directed and choreographed by Randy Skinner. The show played at the Stevens Center in Winston-Salem from July 17 – August 16, 1992.[1] From North Carolina, the show moved to Long Beach Civic Light Opera in October 1992.[2] A re-staging of the 1992 version received a lengthy national tour, opening at the 1995 Iowa State Fair at the Civic Center of Greater Des Moines on August 12.[3][4]

The Broadway production, co-directed by James Hammerstein (Oscar's son) and Randy Skinner and choreographed by Skinner opened on March 27, 1996 at the Music Box Theatre, where it ran for 110 performances and eight previews. It was the final show produced by the legendary David Merrick. The cast included, as the Frake family John Davidson as Abel, Kathryn Crosby as Melissa, Andrea McArdle as Margy, and Ben Wright as Wayne, with Donna McKechnie (Emily) and Scott Wise (Pat) as the love interests. Susan Egan took over the role of Margy part way through the run when McArdle broke her ankle in June 1996.[5][6] The set design was by James Leonard Joy, the costume design by Michael Bottari and Ronald Case, and the lighting design was by Natasha Katz. The production received 1996 Tony Award nominations for Best Score and Best Featured Actor in a Musical for Scott Wise. It also received three Drama Desk nominations for Best Featured Actor in a Musical for Scott Wise and Ben Wright and Best Featured Actress in a Musical for Donna McKechnie.

On August 3, 2010, the Finborough Theatre production opened at London's West End Trafalgar Studios 2, directed by Thom Southerland and starring Philip Rham, Karl Clarkson, Laura Main and Susan Travers, in a transfer from the 2009 Finborough production.[7] The show opened to generally positive reviews with The Guardian quoting "It's a great night out, and as exhilarating as a hoedown". Due to demand the run was extended two weeks to September 11, 2010. The musical had initially opened at the Finborough Theatre in August 2009, with Magnus Gilljam as musical director and pianist. The Guardian reviewer wrote of the 2009 production: "It may not be one of the great musicals, but, in its melodic paean to middle America, I found this infinitely more enjoyable than some of Rodgers and Hammerstein's later, tendentious excursions into east-west politics."[8]


Act I

It is summer 1946 on the Frake family farm in Brunswick, Iowa. The Frakes are preparing to leave for the Iowa State Fair. Father, Abel Frake, is hoping that his prize boar, Blue Boy, will win the livestock sweepstakes. Abel's wife, Melissa, has her heart set on ribbons for her mincemeat and sour pickles (“Opening”). Abel's wife, Melissa, is confident that she will win a blue ribbon for her mincemeat. Their son, Wayne, is practicing, hoping to win prizes from the midway games, however is suddenly saddened when he learns that his girlfriend, Eleanor, was accepted to college, and she cannot go to the fair. Local shopkeeper, Dave Miller, is skeptical about the family’s hopes. He makes a $5 bet that something is bound to go wrong for Blue Boy or the family. Abel accepts. Meanwhile, daughter, Margy, is feeling down and doesn't understand why. Her beau, Harry, presses her for an answer to a marriage proposal; she agrees to give him an answer when she returns home (“It Might as Well Be Spring”). That night, the family leaves for the fair, awaiting the surprises that lie ahead. (“Driving at Night/Our State Fair”)

After arriving at the fair, Wayne heads straight for the midway. He is hustled by a barker at the Hoop-La. A beautiful mysterious woman defends on Wayne's behalf. He is head over heels before he even knows her name (“That’s For Me”). At the beer tent, Abel and his farmer buddies sit around trading stories about their prized pigs (“More Than Just a Friend”).  Meanwhile, a former war reporter, Pat Gilbert, arrives with a photographer, Charlie, to cover the Fair. He runs into Margy, whom he repeatedly tries to court (“Isn’t It Kinda Fun?”), she remains forbidding until he begins to win her over (“Isn’t it Kinda Fun? (Reprise)”). Wayne heads to the Starlight Dance Meadow in time to watch the nightly show (“You Never Had it So Good”). The performer is a singer named Emily Arden, who happens to be the woman he met earlier in the day. They buy drinks, and she tells Wayne that her dream is to become a Broadway star. He charmingly asks her out. She agrees, but cautiously.

The next morning, Margy complains about Harry to Melissa (“It Might as Well Be Spring (Reprise)”). Abel walks in, overjoyed at the joy of victory and winning, and he proposes an evening of fun and dancing with his family (“When I Go out Walking with My Baby”).

At the Exhibit Hall that afternoon the pickles and mincemeat are being judged. Melissa's mincemeat was spiked with a whole bottle of brandy, sending the judges into a drunken time of giggles and tipsiness. Melissa wins the blue ribbon and a special plaque. Pat and Charlie capture the euphoric moment. From a quiet hill, Wayne and Emily watch the midway below. He has fallen head over heels in love, but she remains unsettled (“So Far”). At the Starlight Dance Meadow that night, fairgoers gather for a dreamy waltz. Abel and Melissa dance romantically, Wayne and Emily arrive with a distinctive glow, as Pat and Margy share a passionate kiss when, to Margy’s shock, Harry arrives at the fair (“A Grand Night for Singing”).

Act II

Despite Harry's presence, Pat and Margy are growing closer and more in love. Pat's notice that he is no longer his old self, proclaiming that he is a changed man because he has found real love (“Man I Used to Be”). Blue Boy is declared the winner of the livestock sweepstakes, and Abel celebrates with his family and friends (“All I Owe Ioway”). Pat learns he has landed a Chicago job interview, but it means catching the first train out of Iowa (“Man I Used to Be (Reprise)”). Reluctant to leave Margy in the high point, he leaves just as she arrives for their night out.

The scene shifts to the Starlight Dance Meadow for the closing performance of the fair, headlined by Emily (“That’s the Way It Happens”). Wayne proclaims his love for Emily that night, but she breaks it off, revealing that she has tried to fall in love, as she is married. Back at the campsite, Abel and Melissa are watching the stars together. Melissa is concerned about the children growing up too fast, but Abel proclaims that they have always had each other (“Boys and Girls Like You and Me”). The fair is over, and is being dismantled. On the dark former midway, Margy is waiting for Pat, remembering that he said he wouldn’t break it off, he just wouldn’t be around (“The Next Time it Happens”). Harry enters, pleading to Margy for marriage. However he realizes, that she just doesn’t love him.

Upon returning to the farm, there is a spread in the local newspaper detailing word-by-word their experience at the Fair, with extra emphasis on Margy, secretly written by Pat.  Dave Miller returns, Abel pleads for him to cough up the money, but Miller reminds Abel that the bet was not about victory, but happiness. He emphasizes to Abel that he won’t pay up until he is certain that everyone enjoyed themselves at the fair. Wayne and Eleanor have become engaged. Margy, however, has come in moping, saying that she has outgrown the fair. Shockingly, Pat has arrived at the Frake house, apologizing to Margy about leaving early, he reveals that he has been hired for the job in Chicago and he wants to leave with Margy. He gets down on one knee and proposes, Margy accepts. Dave Miller hands over the $5 to Abel, and the two walk inside the house.

Musical numbers

Notes on the music

The six songs from the original 1945 film score were supplemented by others that were either featured in, or cut from, other Rodgers and Hammerstein shows. One, "More Than Just a Friend," was written by Rodgers for the 1962 film remake after Hammerstein's death. "Driving at Night" was created by co-director James Hammerstein and the production's orchestrator, Bruce Pomahac, with music from a song that had been cut from Allegro entitled "Two Short Years".[9][4]

The starred songs (above) were in the original 1945 or 1962 films.


The 1996 Original Broadway Cast recording is on DRG Records 94765 (CD/CS).



  1. Playbill Front Cover for STATE FAIR at The Stevens Center at The North Carolina School of the Arts, July 17 – August 16 1992.
  2. "Gorgeous, Schmaltzy 'State Fair' Is So Good, Broadway May Want It" Deseret News, Salt Lake City, August 22, 1992
  3. Hurley, Joseph. Variety, "Legit: Broadway & The Road", October 9, 1995 – October 15, 1995
  4. "Rodgers and Hammerstein listing, History", accessed May 17, 2013
  5. Viagas, Robert. "John Davidson To Star in 'State Fair' Tour", March 14, 1997
  6. "Susan Egan credits, Broadway"
  7. " State Fair 2010", retrieved June 10, 2019
  8. Billington, Michael. " 'State Fair' Review The Gusrdian, 18 August 2009
  9. New York Times, Vincent Canby, March 28, 1996
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