This was the first movie I ever saw, at the age of four at the Victory Theatre in Wellston, Missouri (The Victory, a new name for the Mikado, dumped when World War II broke out for obvious reasons). During "It Might As Well Be Spring" I was horribly worried Jeanne Crain was going to fall out of the windowsill of her second story bedroom window. I was so relieved when the song was over. This is a colorful, sweet film, though it does demonstrate as so often was demonstrated that only M-G-M could make M-G-M musicals. Jeanne Crain, the mother of many, always seemed to be acting with her mind on what the kids would have for dinner that evening, but she was lovely, so totally natural (my favorite Jeanne Crain film is the totally forgotten "Take Care Of My Little Girl," about college sorority life). Poor Dick Haymes is totally out of his element, though a wonderful singer. Vivian Blaine pretty much steals the show. She should have enjoyed a much bigger movie career; it's Broadway that won her heart. I love the roller coaster scenes. The coaster in the closeups is not the coaster in the far shots. The studio had a limited budget and, because of World War II, even more limited resources to build the darned sets with. "State Fair" has a lot of pasted-together elements, consequently, but if you don't look close (so much doesn't match from shot to shot and the big, overall shots of the Fair clearly are shooting a miniature that if you think too much doesn't make any sense at all) you'll feel you are at the State Fair.