What Is State Fair About?
The premise of State Fair in 322 words, with nothing given away. The full story follows below.
In the heart of the Iowa countryside, the Frake family makes its annual pilgrimage to the bustling state fair, a tradition that blends rural pride with the simple pleasure of a weekend away from the farm. The fair’s midway lights, corn‑cob stalls, and lively competitions create a backdrop where generations meet, old habits surface, and new possibilities linger just out of reach. The mood is buoyant and communal, a gentle comedy of errors that celebrates ordinary aspirations.
Abel Frake arrives with his cherished prize boar, confident that the animal will bring the family a moment of triumph. Melissa Frake, meanwhile, is determined to prove herself in the food‑preserving contests, insisting that her own recipes can hold their own against the fair’s seasoned winners. Their children each carry their own mix of hope and uncertainty: Margy looks to the fair as an escape from farm life and a chance to weigh her future against the steady path laid out by her fiancé, while Wayne seeks distraction from a recent disappointment, hoping the midway’s thrills might spark a fresh spark.
Across the midway, Pat Gilbert, a wandering newspaper reporter, brings a worldly curiosity that draws Margy into conversations about life beyond the cornfields. At the same time, Emily Edwards, a friendly local, catches Wayne’s eye, offering a glimpse of romance amid the rides and games. Their interactions hint at the way the fair can ignite both fleeting flirtations and deeper self‑reflection, all while the family’s collective bet on a smooth, trouble‑free outing adds a light‑hearted undercurrent to every encounter.
Together, the Frakes navigate a world where pride in a prized pig, a secret ingredient, and the promise of new love intersect with the timeless rhythm of a county fair. The story plays out with a warm, comedic tone, inviting the audience to share in the anticipation, gentle mishaps, and hopeful whispers that make a simple weekend feel like a turning point for everyone involved.
What Happens in State Fair?
The complete story of State Fair, from the first scene to the last, in 980 words (about 4 minutes). Spoilers throughout. Names in the text link to 9 cast member pages.
Spoilers ahead
Abel Frake Charles Winninger bets five dollars with his neighbor Dave Miller that his boar, Blue Boy, will win first prize, and that the entire Frake family will enjoy themselves with no bad experiences at the Iowa State Fair. The stakes are friendly but the mood is lively, as preparations ripple through the house and the farm, setting the tone for a weekend where pride, tradition, and simple pleasures take center stage.
Melissa Frake Fay Bainter is busy with the food competition, her mincemeat recipe renowned for its brandy kick. She confides to Abel that she dislikes cooking with alcohol, though later, unknowingly, she adds the very brandy she claims to avoid. The tension between culinary pride and personal preference threads through the kitchen, hinting at the small tensions that will echo across the fairgrounds.
Margy Frake Jeanne Crain greets the fair as a welcome escape from the rhythms of farm life. Her fiancé, Harry, dreams of a more modern marriage and a more modern farm once they’re together, but Margy’s feelings about him feel tentative at best. Wayne Frake Dick Haymes faces his own disappointment: his girlfriend Eleanor cannot join the family for the trip, leaving him to seek solace in the bustling midway and the company of new faces.
At the midway, Wayne’s luck at the ring-toss booth seems to cheat him no more this year, though last year’s sting lingers. He continues to win with practiced ease, provoking the booth’s angry barker to threaten police action. A pretty girl Emily Edwards intervenes, claiming her father is the chief of police, and the barker refunds Wayne’s money. Wayne tries to arrange a date with her, but she is pulled away for another engagement and promises to be on the midway later that evening, leaving Wayne with a new curiosity and a glimmer of hope.
That same evening, Margy Frake and Pat Gilbert Dana Andrews cross paths. Pat, a Des Moines newspaper reporter, is drawn to Margy’s warmth and intellect, sharing stories of the many cities he has worked in and his dream of writing for a large newspaper. They agree to spend time together at the fair, with the honest caveat that their arrangement could dissolve if one of them decides to move on. Margy finds herself captivated by Pat, while Pat hints that—if he ever decides to disappear from her life—“just won’t be around.”
As the fair hums, a practical worry intrudes: Blue Boy, Abel’s champion boar, seems unwell. Abel’s friend, Dave Miller, brings in his prize sow Esmeralda to bolster the Frakes’ chances. Blue Boy recovers, and the hopeful harvest season seems to tilt in the Frakes’ favor. By the time the pickle and mincemeat judging arrives, Melissa worries she’s up against a perennial winner, but her own sour pickles claim first prize and her mincemeat earns a special award for its alcohol-enhanced spirit, a quiet victory that sweetens the mood at home.
Emily Emily Edwards invites Wayne to a birthday party for a fellow singer, while McGee—a song plugger—has a new tune he hopes Emily will perform. Wayne, initially hesitant to join in, is pressed to sing by Emily and Marty’s jeers, and the duet earns loud applause from the guests. The mood turns uneasy when Marty insinuates that McGee paid Wayne to push the song toward Emily, prompting Wayne to strike back with a punch and walk out. Emily chases after him, and the pair spend the rest of the evening together, their chemistry undeniable even as the party’s undercurrents swirl around them.
The next morning, Pat asks whether Margy truly plans to marry Harry, while Margy wonders aloud about Pat’s future and whether he would ever settle down with someone like her. He answers with a quiet confession: he would not wish a man like himself on someone, but then surprises her with a more tangible possibility. Margy’s heart sways, and the pair agree to meet again, a moment that hints at a deeper bond beyond the fair’s bright lights.
Blue Boy’s grand moment arrives as Abel rushes him into the judging ring, the crowd buzzing with anticipation. The boar initially lies down, threatening defeat, but a last-minute glance toward Esmeralda spurs him upright, and Blue Boy is declared the winner. The victory feels like a shared triumph for the whole family, a signal that their bets and their hopes have aligned, at least for the moment.
That night, Pat reveals a new opportunity: a syndicated column job in Chicago. The editor’s timetable forces Pat to travel, but he also confesses a deeper desire to Margy—an invitation to join him and a proposal that could redefine their futures. Margy accepts the possibility with a mixture of excitement and resolve, though the decision means leaving behind the life she’s known. Pat’s career move puts pressure on their fledgling romance, and Margy’s choice becomes a hinge on which the fair’s memories will turn.
Back at home, Wayne and Margy drift between melancholy and possibility. Abel tries to collect his five dollars from Mr. Miller, but Miller notices the sadness weighing on the family and suggests that perhaps the lesson of the fair is not merely about prizes. Then a call changes the trajectory: Pat confirms the Chicago job, and with it a proposal for Margy to go with him. Margy accepts, and a wave of anticipation sweeps through the Frake household. Abel collects his five dollars with a bemused smile, while Margy rushes off to meet Pat, her heart buoyed by the prospect of a new partnership.
As the final sequences unfold, Wayne, now reuniting with his girlfriend Eleanor Jane Nigh, drives by with a warm embrace for his love. The fair ends not only with the celebration of Blue Boy’s victory but with a sense that life’s crossroads—romance, career, and family—are all within reach when courage, loyalty, and a little Iowa luck come together.
State Fair Timeline: Every Key Event in Order
15 key events in the order they happen, from “Pre-fair preparations and Abel's bet” to “End of fair: new couples and goodbyes”. 15 events name a place, across 11 locations.
- 1
Pre-fair preparations and Abel's bet
The Frake family readies for the Iowa State Fair as they plan a carefree day. Abel bets his neighbor, Dave Miller, five dollars that Blue Boy will win first prize and that the whole family will have a perfect day with no bad experiences. He speaks with confident optimism about the fair's outcome.
When:Morning Where:Frake Farm
- 2
Melissa's mincemeat and brandy
Melissa works on her mincemeat for the food competition, including brandy in the recipe. She tells Abel she dislikes cooking with alcohol, but later unknowingly uses brandy anyway. Abel secretly adds a liberal amount, though Melissa remains unaware.
When:Daytime Where:Frake Kitchen
- 3
Margy sees the fair as a break
Margy, the melancholic daughter, welcomes the fair as a temporary escape from farm life. Her fiancé Harry plans a modern farm after marriage, but Margy is not enthusiastic and perhaps wary of him. The fair promises change, but uncertainty lingers.
When:Morning Where:Frake Farm
- 4
Wayne's disappointment over Eleanor
Wayne is disappointed that his girlfriend Eleanor cannot attend the fair. The disappointment fuels his desire to find some happiness at the fair's events.
When:Morning Where:Frake Farm / fair vicinity
- 5
Wayne's ring-toss victory and a possible date
At the ring-toss booth, Wayne has been practicing and keeps winning despite the angry barker's threats to call the police. A pretty girl intervenes and the barker refunds the money after the girl's claim about her father being the chief of police. Wayne tries to arrange a date with her, but the girl reiterates she has another appointment and will be on the midway that evening.
When:First day evening Where:Fair midway
- 6
Margy meets Pat Gilbert
Margy meets Pat Gilbert, the Des Moines newspaper reporter covering the fair. He suggests spending time together and leaving room for an amicable breakup if needed. They plan to meet later, with Pat noting he won't be around if it ends.
When:First day Where:Fair midway
- 7
Blue Boy's illness and Esmeralda
When Blue Boy seems sick, Abel's friend Frank brings his prize sow, Esmeralda, for the competition. Blue Boy recovers quickly, and the contest inched closer to the competition. The swap underscores the competitive atmosphere of the fair.
When:Evening Where:Animal pens at fair
- 8
Pat and Margy meet again; Wayne seeks Emily
That evening on the midway, Pat finds Margy while Wayne looks for the ring-toss girl. Wayne learns she is Emily Edwards, the singer with the dance band performing at the fair. Wayne goes to the show and waits for Emily to finish her song.
When:Evening Where:Fair midway
- 9
Romantic feelings begin to bloom
Pat and Margy reconnect, and it becomes clear that Margy is genuinely taken with him. Wayne, meanwhile, grows fond of Emily, setting the stage for competing affections as the fair unfolds. The emotional currents begin to pull the couples apart and together.
When:Night to next morning Where:Fair grounds
- 10
Blue Boy's grand moment approaches
Abel remains hopeful about Blue Boy's chances in the grand champion boar competition, while Melissa worries about her main rival who has dominated the contest in past years. The stakes and tensions rise as the judging day progresses.
When:Daytime Where:Boar judging ring
Show the other 5 events of State Fair Hide the last 5 events
- 11
Melissa wins and Blue Boy clinches
During the pickles and mincemeat judging, Melissa triumphs with first prize for her sour pickles and earns a special award for her brandy-infused mincemeat. In the boar competition, Blue Boy stands and delivers a late surge to win the grand prize as well.
When:Late day Where:Fair grounds
- 12
Party night and Wayne's song
Emily hosts a birthday party for Marty, and McGee pushes for Emily to sing a new song. Wayne is asked to deliver the song, but after Marty mocks him, Wayne punches him and leaves with Emily. The two spend the rest of the evening together, closing the night on a tense yet romantic note.
When:Evening Where:Fair grounds party venue
- 13
Pat's Chicago job offer and Margy's future
Pat receives a job offer to write a syndicated column, and the editor insists they meet in Chicago that night. Pat hesitates because Margy is waiting for him, understanding he might lose the opportunity if he leaves. He ultimately lands the job and contemplates a future with Margy, proposing the idea of Chicago together.
When:Following night Where:Des Moines; Chicago (later)
- 14
The bet is unsettled; Margy heads toward Chicago
Back home, Abel tries to collect his five dollars as the mood shifts with news of Pat's job offer. Margy agrees to consider going to Chicago with Pat, signaling a shift away from the fair's romance toward a new life. The moment tensions the relationships on the farm as future plans take shape.
When:Next day Where:Frake Farm / home
- 15
End of fair: new couples and goodbyes
The fair ends with Margy heading off to Chicago with Pat, while Wayne reunites with Eleanor as they drive away. Abel finally collects his five dollars, and the evening closes with both couples stepping into new chapters. The road carries the Frakes toward future adventures beyond the fair.
When:Night Where:Road outside fair
Who Are the Main Characters in State Fair?
8 characters, among them Margy Frake (Jeanne Crain), Pat Gilbert (Dana Andrews) and Abel Frake (Charles Winninger): who each one is and the part they play in the story. Every profile links to the actor’s page.
- MF
Margy Frake (Jeanne Crain)
Played by Jeanne Crain
Margy is the melancholic, thoughtful daughter who views the fair as a welcome break from farm routine. She becomes drawn to Pat and imagines a future beyond small-town life, while remaining loyal to her family. Her arc centers on choosing love and independence amid familial expectations.
- 💖 Romantic
- 🧭 Independent
- 🏡 Family-oriented
-
Pat Gilbert (Dana Andrews)
Played by Dana Andrews
Pat is a curious, ambitious reporter whose career goals push him toward a larger newspaper platform. He forms a genuine connection with Margy, then faces a choice between a big opportunity and staying with the woman he cares about. His trajectory blends professional drive with personal commitment.
- 🗞️ Journalist
- 💼 Ambitious
- ❤️ Romantic
-
Abel Frake (Charles Winninger)
Played by Charles Winninger
Abel is the jovial, betting-spirited patriarch who cherishes his family and Blue Boy, his prize boar. He embodies a blend of rustic pride and good-natured stubbornness, betting on a successful fair and enjoying the celebrations afterward. His optimism anchors the family through highs and tensions.
- 👨👩👦 Patriarch
- 🏁 Competitive
- 🧡 Compassionate
- MF
Melissa Frake (Fay Bainter)
Played by Fay Bainter
Melissa is the proud matriarch focused on the food competitions, especially her mincemeat with brandy. She navigates rivalry with grace and humor, ultimately earning recognition for her entries. Her role blends domestic artistry with supporting the family's broader ambitions.
- 👩🍳 Homemaker
- 🎯 Competitive
- 🧭 Pragmatic
- WF
Wayne Frake (Dick Haymes)
Played by Dick Haymes
Wayne is a young, music-loving son who contemplates love and future plans. He bonds with Emily through song and faces jealousy and impulsive actions that drive some dramatic moments. His growth comes from balancing romance with responsibility.
- 🎶 Musician
- 💘 Romantic
- 🧭 Impulsive
- EE
Emily Edwards (Vivian Blaine)
Played by Vivian Blaine
Emily is a charismatic band singer whose performances contrast with private conflicts. She becomes entangled with Wayne while hiding a more complicated personal life, revealing a tension between career and happiness. Her presence is a catalyst for the romantic plotlines.
- 🎤 Performer
- 💖 Romantic
- 🎶 Music индуstry
- DM
Dave Miller (Percy Kilbride)
Played by Percy Kilbride
Dave is Abel’s boisterous friend and a neighbor who adds humor and social pressure to the fair rivalry. His involvement helps drive the central bet and the lively fair atmosphere. He personifies the communal spirit of a close-knit rural community.
- 🏡 Neighbor
- 💬 Outspoken
- 🤝 Supportive
-
McGee (Frank McHugh)
Played by Frank McHugh
McGee is a song plugger/matchmaker who tries to push a new tune and uses Wayne to bring it to Emily. He embodies the showman energy of the era and the push-pull between art and commerce at the fair. His scheming adds to the romantic complications.
- 🎶 Showman
- 💡 Opportunist
- 🗣️ Promoter
Where and When Is State Fair Set?
State Fair is set in Iowa State Fair, Des Moines and Chicago (Mid-1940s). Here is why the time and place matter to the story.
When
Mid-1940s
The events unfold in the mid-1940s, a period of small-town American life shaded by post-war optimism. The fair, contests, performances and newspaper coverage reflect a era when community gatherings were central to social life. Romance, ambition and family ties play out against a backdrop of traditional American values.
Where
Iowa State Fair, Des Moines, Chicago
The story centers on the Iowa State Fair, a bustling rural festival that draws families, farmers and performers. It is set around Des Moines, Iowa, where the fair celebrates local pride and tradition. Chicago scenes show career opportunities pulling characters beyond the midway and into wider opportunities.
- 🎡 Festival
- 🏡 Small-town life
- 🎭 Community
What Are the Themes of State Fair?
3 ideas the story keeps returning to, among them Romance, Fair Life and Family and Tradition.
-
01
Romance
Romance drives the core relationships, with Margy gravitating toward Pat and Wayne toward Emily. The love stories are shaped by choices between security and possibility, exposing personal desires and the weight of expectations. The fair setting amplifies emotional growth and the risk of heartbreak.
-
02
Fair Life
The fair functions as a microcosm of the community, where competition, spectacle and chance shape outcomes. Prizes, performances and crowd energy propel characters toward pivotal decisions. The midway and contests highlight how public events influence private futures.
-
03
Family and Tradition
The Frake family embodies rural Americana, balancing humor and duty with personal dreams. Abel anchors the clan with bets and festival prep, while Melissa supports the household and its competitive edge. The narrative contrasts enduring tradition with evolving aspirations.
What Kind of Film Is State Fair?
Light in tone, with steady pacing and a straightforward story, going by the plot summary.
- Tone
- Light
- Pacing
- Steady
- Story
- Straightforward
- Intensity
- Low
- Ending
- Happy
A charming and optimistic musical romance that captures the nostalgic warmth of a family's adventures at a state fair, filled with light-hearted comedy and blossoming young love.
- whimsical
- romantic
- nostalgic
- upbeat
- comforting
- hopeful
- family tradition
- coming of age
- romantic infatuation
- small town life
Quiz
How well do you remember State Fair? Test yourself on the story.
