State Fair is a 1945 American Technicolor musical film directed by Walter Lang with original music by Rodgers and Hammerstein. It is a musical adaptation of the 1933 film of the same name starring Janet Gaynor and Will Rogers, itself an adaptation of the 1932 novel by Phil Stong. The 1945 film stars Jeanne Crain, Dana Andrews, Dick Haymes, Vivian Blaine, Fay Bainter, and Charles Winninger. State Fair was remade in 1962, that time starring Pat Boone and Ann-Margret.