State Fair (1962) - full transcript

Texan farmers the Frake family head for the Texas State Fair in Dallas. The parents are focused on winning the competitions for livestock and cooking. However, their restless daughter Margy and her brother Wayne meet attractive new love interests.

Wayne, be careful! Slow down.

How do you like the sound
of that engine? I hate it.

Why, Betty Jean, that's the most
beautiful noise I ever heard in my life.

I never want to hear it again.

Now, Betty Jean, you know
I've worked on this car.

I've built it from the ground up,
piece by piece, with my own hands.

Wayne Frake, I believe you love that
car five times as much as you love me!

Now, honey, you know
that's not true.

It's just that, well, this year all
that hard work's gonna pay off.

I'm gonna win that race.
Forget the race.

Betty Jean, this is the Gold
Cup... the official Gold Cup.

What's so good about
an official way to get killed?

Now you're being dramatic.
I'm bein' practical!

We're gonna be married. Okay.
Where's the practical come in?

The honeymoon is no fun if the
bridegroom's dead. That's where it comes in.

Betty Je... Oh, go on.
Get your old cup!

It's not the cup.
It's Red Hoerter.

You saw what he did to
me last year. I certainly did.

I had him beat till the last lap. He slipped that
wheel under me and bumped me off the track.

And he'll do it to you again
this year. Oh, no, he won't.

Well, I'm not gonna be there
to watch it happen.

You'll be sorry when I
come back with that cup.

Please, come back alive.

Cut that out, Wayne!

Twenty-two years of love and
care, and what do we raise?

A piston farmer.

If he keeps that up,
he'll ruin Blue Boy's digestion.

It's all right, baby.

Eat your breakfast.

You know something, Sime?
Yes, sir.

Blue Boy has got the one thing
a champion has got to have.

I know. Pride.
No, sir.

Well, that's what you said
last night. Well, I was wrong.

Pride ain't enough.

He's gonna go to that state fair and
stand there like Genghis Khan...

and not only think
he's Genghis Khan...

He's gonna know
he's Genghis Khan.

He'll win that prize so easy,
there'll be a Senate investigation.

Well, they're investigatin'
everything else.

- Wayne!
- Yeah, Dad?

Tell your mother to call the vet and give him
what for. He should've been here by now.

Hey, Mom. Dad wants you to
call Dr... I know. I heard him.

Doc Cramer will be here
when he gets here.

Fix a label for this jar,
will you, honey? Mmm.

Um, you want your name Mrs.
Melissa Frake or Mrs. Abel Frake?

Oh, Melissa Frake, I think.
Abel's entered Blue Boy,

and the judges are liable to get
him mixed up with my mincemeat.

Dad sure is set on winning
that ribbon. Ribbon, my eye.

He won't really be happy until
that hog shows up in Who's Who.

Got enough straw in there?

Six inches of it, and it's fresh!

That ought to be soft enough
with this spread.

Put it on top.

Abel, you sure Miz Frake won't
mind? It's got her initial on it.

Spread it over the straw.

Al right. You're the boss.
But if I was a woman,

I wouldn't want no hog
riding around on my initial.

Better give that sister
of yours a nudge.

Hey, Marge!

Hey, Candy-eyes!

No answer, Mom.
Where is that girl?


Yes, Mother?

- Are you finished packing?
- Almost.

Almost? What's got
into you lately?

All you do is sit around
and mope. Now, hurry.

What has got into me anyway?

Hey, Margy! Hey, Margy!

Hey, Margy. I've got some
great news, honey. What?

I'm not gonna be able
to go to the fair.

There's this almost-new
cream separator I got a lead on,

and I might get it
on a trial offer for 89.50.

Now, what do you say to that?
All I can think of is "Hooray!"

Honey, I'm doing it for us.

Be practical, Margy.

Times like these, a man's
gotta count pennies. Uh-huh.

And I've heard this year they've
raised prices on everything at the fair.

I know. Even the Ferris
Wheel. That's right.

Why, they're asking
25 cents for a ride.

A man's gotta be crazy
to squander money like that.

Have a little fun, and... it's gone.

I guess that's
the trouble with fun.

I's gone. Right.

Now, you take this darn scooter.
Did I buy it for fun?

No, ma'am. I bought it because it's
supposed to give me 40 miles to the gallon.

Only it doesn't.
38.3... not a scrap more.

Harry, let's not start wallowing
around in decimal points again.

You're not going to
the fair, and that's that.

Right. Well, I better be goin'.

You have yourself a high old time
at the fair, you hear?

Come on back home with a
bundle of kisses for old Harry.

I've saved a sackful already.

Like it, baby? Nothing
but the best for you!

What kept you, Marge? Your
father wants to leave by noon.

I was just talking to Harry.

Do you suppose she's in love with that
bread-head? Mind your own business.

Mom, you're a girl.
Oh, thank you.

Now, tell me honestly.
Do you find that Harry exciting?

I certainly do.

I think Harry's about as exciting
as watching grass grow.

Ready, Melissa?
Right on schedule!


Flat. It's the very
best I ever made.

You left something out. I'm not gonna
load my mincemeat with brandy.

If you're gonna leave something
out, leave out the mincemeat.

It's got no backbone.

Honestly, Melissa! Can't
you slip in a little vertebrae?

I'm not going to advertise the
drunken preferences of this family...

all over the state of Texas.

Suit yourself.

Hey. You'd better start a fire under that daughter
of yours if we ever want to get out of here.

"My kids" when they're late...
"Your kids" when they're on time.

I'll throw these aboard
and get hooked up. Yeah.

Throw those aboard
and get hooked up.

Come on, Marge.

Hurry up, Melissa.

Come on, Marge.

Let's go, honey.

Howdy, Abel.
Here's your hog pills.

Well, you sure took your time
gettin' here, Doc,

considering Blue Boy's
your prize patient.

Abel Frake, what is that hog
doing on my special bedspread?

Say, that's a special hog.

I don't like hogs.

Maybe hogs don't like you either.
But you don't hear Blue Boy...

And, yes, you do hear Blue Boy.

Maybe Blue Boy isn't
particular, but I am.

You'd better take this, Melissa.
Abel's got an uncanny knack...

to always losin' my bills.

Twelve dollars?
For that big sack of fat?

It's those new miracle drugs. To calm
him down in case he gets shook up.

Oh, sure.

A hog's psychology
is important, Melissa.

Naturally. The whole family
may end up in rags,

but we can't afford
to have a traumatic pig.

Blue Boy's gonna
make you famous, Doc.

Personal physician
to the grand champion.

Don't count on it, Abel. A little trouble's
a good thing to bank on, you know?

Honestly, Doc. Why do you
always have to be a wet blanket?

Even if Blue Boy wins, something
else'll probably happen.

What, for instance?

He might catch
the pneumonia, hog cholera,

or you might even catch
the pneumonia.

You left out
hurricanes and floods.

- Or something might happen to Wayne
or Margy. - Oh, for heaven sakes.

Come on, before Doc decides to put
an end to the world right this minute.

Be willin' to bet on it.
Okay, Doc.

Five dollars says we go to the fair,
Blue Boy wins...

and nothing bad happens to Wayne
or Margy or any of the rest of us.

You've got a deal, Abel.

Mark my words now.
Something'll go wrong.

Wake up!
Wake up, everybody!

There's Dallas.

Dallas? Yes, Dallas.

I think this is the same trailer
we had last year.

I'm sure it is.
The shower still leaks.

Wayne, come back
here and eat your breakfast.

Just a minute, Mom.

Hurry up, Abel.

I better not take time
for breakfast. But it's all ready.

I'll get some coffee
down at the swine pavilion.

Honestly. You'd rather
be with that hog than eat.

Hey, he's got to be curried. And
manicured and mollycoddled.

All right. You go ahead.
I'll see you down there.

You know something?
You're a very nice woman.

I know, I know. And next to
Blue Boy, you love me the most.

How can you tell? Good-bye now.

Come on, Margy. Let's go, Wayne.
These eggs are getting cold.

Have to skip it, Mom.
Got to get over to the track.


This is all I want.
It is not all.

Now, you come back here
and eat your breakfast.

Please, Mom. I'm not hungry. I want to
get to the fair before it gets too crowded.

You can't run around all day
on an empty stomach.

Please, Mom?
All right. Go ahead.

But be careful now.
I will!

And you know what I mean by that.

Howdy, folks.

This is Big Tex.

We all are happy
to have you all with us.

It's the greatest state fair
in the world.

All right now. Here we go. For a
year's supply of Sunburst shampoo,

see if you can complete
the next line of this song.

Yes, well, what do the deer
and the antelope do?

That's it. Now...


Almost, by golly. Thank you very
much, and do come back again.

Better luck next time.
Well, let us try a, uh...

Well, let's try that old cowpoke
right down here. That's right.

You in the yellow dress,
young lady.

Right this way, ma'am.

Well, well. We have something
mighty pretty here.

In a little closer, fellas. Do you mind
if we take a close-up of you, dear?

It's part of my plan to beautify
the living rooms all over Texas.

Yes, sir.
I mean, thank you, sir.

Oh, cut out that sir business.
Just call me Jerry.

Sure. Good.

Say, where do you come from?
Bet you're homegrown.


I guess not too many folks
have heard of it.

Why, everybody knows of Banning.
It's right next to South Banning, isn't it?

Uh, well,
we're a little short of time.

Let's see if you can finish the second
line of this famous French song.

That's not
French. No. No, it's not.

But it's all about love,
and a young thing like you...

should know something about love.

Well, it's time to wrap it up,
folks. We'll see you a little later.

Teddy, take it over for a while. Sell
something, will ya? Come right this way.

Thanks, Jerry. And now, ladies, I
have a clue about songs for you.

Now, uh, I'm gonna need
your name and address. Ooh?

It's for a consolation prize. I have
to have some place to send it.

You mean there's
a consolation prize?

Well, sure. Play your
cards right, it might be me.

Margy Frake.

That's Banning, Texas,

Route 3.

Thirty-six, 24, 36.

I wear a size 10 dress,
if that's what you mean.

Ay, caramba! Oh, that means
"'good morning" down in Mexico.

I guess in this business
you must travel a good deal.

Oh, well, 1 do a lot
of network stuff, you know...

Paris, London... Maybe you caught
the war I covered in Algeria.

Well, I certainly read about it.

Oh, well, reading about it is one thing,
but being there... C'est la vie.

After wars and all,
a state fair's rather tame stuff.

Don't go knockin' the hayshakers. Your
state fair's the biggest in the whole world.

Otherwise they wouldn't have, uh, sent
me all the way from Rome to cover it.

Rome, Italy?
Yeah, that's the one.

Is he movin' in again?

A little young, isn't she?
If she believes him, she is.

Well, look, I'm due
to wrap up about 8:00.

If you're still around, we could grab a
bottle, cut up a steak and have a few laughs.

Oh, I really don't think so. I'm
gonna be terribly busy. Oh.

I have a date. Figures.
You booked solid?

Beg your pardon? I mean,
what's playing tomorrow?

Well, tomorrow, Mother's in mincemeat.
Oh, you don't want to blow that.

Well, in case you change
your mind, just check the tube.

Big Daddy's never
too far away. See ya.

On the home turn, car number six,

driver, Wayne Frake.

Car number six, Wayne Frake, driving a
modified engine with a locked rear end...

time, 26:07.

The three fastest qualifiers
in the time trials...

Eckhardt, Hoerter and Frake.

Please come to the judge's stand
for publicity pictures.

Eckhardt, Hoerter and Frake,
report to the judge's stand.

You know, it's amazing what you farm
boys are doing with Erector sets these days.

It's enough car to run you
into the ground, Red.

Like last year?
You taught me a lesson.

Why don't you go around
and look at the front end?

You'll see enough
of the rear end in the finals.

Hi, Mal.

All right, fellas. We can't sell
any papers with your kissers.

On deck, honey.

Hi, fellas. Hi.

Honey, over here.
Ready, fellas?

All right.
Let's zero in.

Fine. Next!

Now, listen. Really
lean into this one. Okay.

Don't treat him like a runner-up. Make
him feel like a winner. Okay, boys?

Okay. Next.

Right. Here we go.
Uh, we gotta mix "em up.

No kissin' this time.
Hand him the flowers.

These are for you.

Good. Fine. Thanks
a lot, honey. Bye-bye.

Let's go, fellas.

Miss! You may as well take
these back. I don't need 'em.

I'm sorry it had to be flowers.

Oh. Well, even
if it had been the other,

I guess I'd want
to give that back too.

Well, that sounds like
a compliment.

No! It's just that,
well, you're...

you're plain old
apple-orchard pretty.

Now, haven't you ever seen
a girl in shorts before?


But you are the first one
I ever saw that,

well, looked so, uh,
sort of custom-built.

You farm boys kill me.

You don't make a pitch.
You just shy your way into position.

Hey, how'd you know
I came from a farm?

Didn't you mention it?
I don't think so.

I guess you were never on a farm.

Closest I ever got to one
was Morristown, New Jersey.

We had a window box
in the kitchen.

How's it feel to be a farmer?

Never stopped to think. Good, I
guess. At least I've never felt bad.

You know something?
If I thought that it'd work for me,

I'd go out right now
and buy a plow.

Why'd you decide to be a farmer?

I don't think you decide.

One day, you're a little boy
out feeding chickens.

Next thing you know, you're an
old man out feeding chickens.

That's how you become a farmer.

Well, partner, this here looks like
a partin' of the ways.

I was just thinking, if, uh...

if you're gonna be around the fair here for
a while, maybe we could see each other.

For a hamburger or something?

Well, I wish you'd asked a
smart girl, but since you didn't,

I'll be around
the outdoor show tonight.

Don't worry. I won't, uh,
shy you into anything.

That's for the flowers.
Think nothing of it.

Yeah! That's for me.

Hey! Where's your father?

Abel, what kept you?
I waited lunch till 3:00.

I'm not hungry! Give me a hand
with this blamed thing, will you?

Isn't my blanket good enough
for him? This is for me.

Oh? Planning on
spending the night here?

If I have to.

You don't have to.
We can hire a hog-sitter.

Don't get so smart,
Melissa. This is serious.

Did you give him
one of Doc's new pills?

Now, I ask you, does that hog
need calmin' down?

I don't know, dear.
Maybe he's just homesick.

How can a hog get homesick?

People get homesick.
Maybe they do too.

Look at him...

all that hog turned chicken.

Doc Cramer must've had
a premonition.

Honey, is there
anything I can do?

I wish I knew. Honestly,
I've tried everything.

I have nagged him.
I've begged him.

I've bribed him
with sugar and sorghum.

I've promised him everything
but a trip to Honolulu.

It's just plain,
utterly hopeless.

Well, at least he won't go
into that ring overconfident.

Oh, honey. I'm sorry.

Don't fret about it.
Look, something will happen.

There'll be a change in the weather,
or he'll get used to it here...

some little thing... and all of a
sudden, he'll be strutting around...

like Aly Khan or whoever
it is you want him to be.

I sure hope you're right.

Do you mind if I stay here alone?

At least I have one consolation.

If I were Ava Gardner, you'd still
spend the night in this hog pen.

God bless.

Blue Boy, baby, you gotta think

Tell yourself you're wonderful.

Try a soft sell at first.
Then work up.

No, I ain't gonna do that.

No, I'm not!

What'll people think?
We'll both look foolish.

All right. Maybe one

But I ain't gonna do it loud.


you're more than just a friend.

Loyal, loving...

till the end.

Now I've seen everything.

You miserable lump of lard!

Abel Frake!

Well, if it ain't George Hoff er.

Well, if it ain't, his clothes sure
fit me. How are you, Abel?

Man, I'd have to feel
better to die.

Say, that's a good-looking
sow you got there, George.

Ain't she just the best-looking
fat lady you ever saw?

I never could breed
a good rear end until this year.

Zsa Zsa, say hello
to Mr. Frake.

She's a beauty, George.

What's you folks got working?

I got a prime Hampshire boar.

But the way he's actin', I'll have
to enter him as a garter snake.

Say, I gotta meet the old lady over
in rabbits. I've gotta get some lunch.

I'll see you later, Abel.
Good luck to you, George.



Other friends may drift away.

Tell me that you'll always stay.

The dishes are all stacked, Mother.
Is it all right if I go now?

I never saw so much fuss and feathers
just to walk around the midway.

The midway's
very dressy this year.


I want you to take your sister out
tonight and show her some fun.

Tonight? Ma,
I-I can't tonight.

I... I've got a tricky
carburetor. He's right.

A tricky carburetor's one of the worst
things you can have. That's right!

Besides, there's this girl.
I met her at butter sculpture.

She's very shy, and I told her I'd
walk around the midway with her.

It's sort of my duty.

Yeah. All right.

But be sure you're home
at a decent hour.

Oh, that's why
I'm startin' so early.

Well, what happened?
Blue Boy kick you out?

You're such a smart aleck,
I shouldn't even tell ya.

Genghis Khan rides again.
He's a cinch.

Well, I'm glad
somebody's gonna win.

My mincemeat won't.

Class double.

It's my fault for getting two
firsts in pickles last year.

Winning in sweets was all right, but
repeating in dills was just plain gaudy.

What's wrong with double "A"?

Oh, Abel. It puts me up
against Belco and Fremont...

not just housewives,
but big canneries.

Honey, the only thing
those big companies have...

is a bunch of nice labels.

You've got the kitchen.

Too bad you're not a judge.

What's he so happy about?

Oh, he's going out to fix
a tricky carburetor. Huh.

I'll get you some dinner.

Hurry! Hurry!

It's the biggest,
the brightest...

and the best state fair on earth.

You'll love every minute,

and you'll have
the time of your life.

And here is Bart Emerson,
the pride of Deaf Smith County,

who is going to try to break
the old heavyweight record

for the military press.

Now, uh, he's got to press
better than 260...

in order to better
Leo Center's old mark.

Bart is just about ready and,
uh, is walking up to the weights.

Bends down, picks up...
up to the shoulder.

Looks like... Looks like
he's gonna make it.

And he's made it!
That's great.

Congratulations, Bart.

That's about all the time we have for now,
but we'll be back again twice tomorrow.

In the meantime, here's a word from Spike,
the aftershave lotion that gives you a lift.

Thank you.
Thank you, Jerry.

Well, men, maybe you
can't lift 265 pounds,

but I know about something that'll give
you a real lift... Spike aftershave lotion.

You see, fellows,
it's specially made...

to give you that
" can do anything" feeling.

So why don't you throw away those weak,
puny lotions you've been using and get yourself...

I'll be right back, and then we'll
grab that beer. All right? Great!

Hey, guys. I'll see you
in the morning, all right?

Hey, punch up
camera two, will ya?

Thanks, Pappy.

And of course we're back
twice tomorrow.

So we'll see you then on KTVT.
Thank you very much, and good night.

Hey! How about that beer?

Never touch the stuff.
Thank you.

Buy tickets to
the dancing girl show.

Hey! Hey!

Get back in line!

Now that we're introduced, how about
snapping up some groceries with me?

I've already had supper.
All right. A drink.

I know a place you'll just love. In fact,
they serve the best olives in town.

Good evening.

I... I like the way your hair
bounces when you walk.

Everybody's hair bounces when
they walk. Well, mine doesn't.

What'll it be, sir?

How do you take your vodka?

Vodka? Ah, Big
Daddy'll take care of it.

Uh, vodka and tonic...
dos, por favor.

Can I see your driver's license
or I.D. card, ma'am?


Uh, I don't think
I have it with me,

but I'm sure that... Forget it. Just
bring the lady a lemon Squirt...

and make my vodka a double.

Thank you.

I'm sorry.
Oh, that's all right.

You don't have
to file a brief on it.

Say, you look worried
about something.

Oh, no. I was just thinking about,
well, how different you are...

from a man that...

from all the men back home.

The way you talk...
Well, how do I talk?

Oh, how you say, "They serve the best
olives in town," instead of "martinis."

Nobody back home
would ever think of that.

Oh, I guess that comes
from traveling.

I don't mean Dallas. I mean
the real places out in the world,

like, uh, Copenhagen
and Vienna and Paris...

and Rio-Paris...

I gotta tell you about a little
stripper I met in Paris one time.

Now, you know the Place Pigalle.
Everybody knows that.

Well, there's a stripper there...
cute, but strictly for the flypaper.

Anyhow, she gives me the office
while she's working.

She's wearing
this cellophane skirt,

and she comes over to my table, sits herself
down, and what do you think she does?

Gives me a pair of
pinking shears.

So help me! Yes.

Gracias. Thank you.

Here. It saves
a lot of arguments.

Now, you get wet, and I'm gonna tell you
about a geisha party I was to one time.

There was this girl... She backed into
an electric fan, got her sash caught in it.

- You know what happened?
- Sukiyaki!

May I ask for
your ticket, please?

Hi, Emily. Boy, oh, boy.

When you walked out on that stage, I was the
most surprised man since Moses had the mumps.

Well, I wish the critics felt that way.
What'll we do?

Tell you what, we could, uh... we
could take a look around the fair.

That's what I like, darling...
real far-out stuff.

There they go. A tug-of-war...

between a tractor and these
finely matched Percherons.

Looks like these proud horses are
no match for a well-made carburetor.

It must make them sad, if horses
ever get sad... beaten by a tractor.

Not another horse. A machine.
They're no worse off than we are.

Over at the commerce exhibit they've got
I.B.M. machines that are smarter than people.

If they keep that up, in a couple of
years they can do away with all of us.

They can run a whole state
fair with just a few machines...

and a can of axle grease.

You know, you're the first
mint-flavored girl I've ever kissed.

Or maybe it's wintergreen.
I'm not sure.

It's a new perfume called

No, I didn't mean the perfume.
I meant, uh, everything.

You see, it's what you seem like-like
a patch of mint out by the back porch.

Back porch? I thought you
only went to exciting places.

Okay, how 'bout a...
a patch of mint by the Casbah?

I know. I know. Your mother's in
mincemeat, and it's gettin' late.

Please, it's... it's not
fair. Not fair to who?

Any of us.
You got a boy back home?

Not exactly.

Harry's... We've been
going together a long time.

- You, uh, gonna get married?
- I guess so.

Everybody else in Banning does.

Sure sounds like a swingin' town.

Come on.

What's he like?

Well, Harry's nice, only...
I hope you won't misunderstand,

but... every time it rains, Harry always
says, "It's fine weather for ducks."

Harry's funny too isn't he?

Come on, baby.

Remember those I.B.M. machines. Let's
get at it before people go out of style.


Here you are.


Oh, it's blurred.
They're always blurred.

Hi, Red.

Shouldn't you be restin' up?

I'll be in shape. Don't
worry. You sure?

A little while with her, you won't want to
climb in a racer. You'll need an iron lung.

That just happens to be the
wrong way to talk about a lady.

She doesn't mind.
Why should you?

I suggest you take
that back right now.

You'd better run along.
Come on, Wayne. Let's go.

Now, wait a second. I want an
apology, or I'm gonna powder this guy.

Pack up, son. Put
up or shut up, Red.

You better take your boyfriend
home and put him to bed.

Come on, Wayne. Back up, Emily.

Baby! Baby!

What'd he do? Quit? Yes, darling.

Guess I forgot to duck.

I'd have nailed him with my
one-two punch...

If he'd just waited a while.

Ooh, my shoulder. That's all right. We'll
get some liniment at my apartment.

How's butter sculpture?

Uh, oh, just fine.

Shows you how silly I am.
I'd have sworn it was a boyfriend.

How did you know it was a boy?

Honey, where you're going
we've already been.

How serious is it?

Oh, Mother, it's so confusing.

He kept tryin' to kiss me, only
I wouldn't let him... exactly.

That's what I like... guts.

Every 10 feet, he wanted to
stop and kiss.

Right then, I knew I had to
make a decision. Oh, absolutely.

So I decided not
10 see him again. I said no...

plain, flat "no."

Just like that.

I haven't told him yet, but that's
exactly the way I said it to myself.

I'm right,

don't you think?

I'm not so sure.


You know something, Emily?

Your hands are as soft as
the bottom of a baby duck.

Really? You go around feeling
duck bottoms much?

This sure is swell of you, Emily.

But I wish we could have
walked around he midway more,

you know, seeing
the fair together.

Darling, if anybody ever asks you, "Did
your dear friend Emily ever see a state fair?"

You tell 'em, "My dear friend Emily
sure has seen a lot of state fairs."

I'm sorry, Emily. Don't be. We were
running out of liniment anyway.

You know, I feel wonderful. I-I think
it's because you're so wonderful, Emily.

You're the most exciting girl
I've ever known.

I mean it. There was never
anybody in Banning like you.

Darling, are you sure that this
is the right place for you to be?

I don't understand. What do you
mean? That I've been here before.

In this room?

The number's different,
but I've been here.

Does that mean you're...

uh, you're a-a bad girl?

No. But I wouldn't want
10 run a Gallup poll on it.

The point is, you better
know the rules. Rules?

Show business... Always leave
'em laughing. Nothing serious.

If that's the way you want things.
Honey, that's not what / want.

We've got a very strong union, darling,
and they fine us if it gets serious, dig?

I understand, Emily.
I hope so.

Now, this time don't tell me
you forgot to duck.

Oh, please, darling.
Let's count to 10...

or five at least.

It's fun.

Don't miss the greatest
state fair of all,

Well, here we go. Miles and miles of jams
and jellies, cakes and pies and pickles...

and anything and everything to woo the
inner man, and all in open competition.

Yes, sir, ladies and gentlemen, these are
the Olympic Games, pot and pan division.

Right now, the judges
are winding up in pickles.

Stay tuned for, uh,
mincemeat, comin' up next.

Oh, I'm so nervous. This is
the last time I'll enter anything.

It just isn't worth it. You
say that every year.

Look, Mom, the Belco people.

How's it look, Sam? Pretty good. We
just scored a clean sweep in olives.

I don't think it's fair, Mother. Those
big companies have all the advantage.

And before we get to mincemeat, here's a word
about Sunburst shampoo. Carl, it's all yours.

Thank you, Jerry. Hey,
Mr. Burdick, what brings you out?

Little switch in plans.
Is anything wrong?

Oh, no. You're doin' a fine job.

In fact, we want you to cover
the auto races. Auto races?

You think you can handle
it? I can handle anything.

Well, I hope you're right. We're feeding
your coverage closed-circuit to Chicago.

You're kiddin'?
Now, just do a good job, son.

I've got confidence in you... almost
as much as you've got in yourself.

Oh, dear. There's that Mr. Hipplewaite
from last year's pickles.

- He's beginning to be a pickle. - Ladies and
gentlemen, may I have your attention, please?

We are now ready
for the finals in mincemeat.

Any chance of my duckin'
squash next year?

There should be
an openin' for you in jellies.

Wilson just doesn't
have the buds for it anymore.

What do you think?
I don't know.

That little guy looks like he
got some kinda nervous tic.


Ladies and gentlemen,
now for the mincemeat results.

Pardon me, just a moment.
What about the plaque?

By all means.

Your attention, please.


As you know,
we occasionally give a plaque...

for distinguished achievement.

This plaque
is given in certain "care cases"...

"rare races."

It was "umanisly'-

voted at this year's fair...

to the tangiest mincemeat
the judges have ever tasted.

The winner of this year's
first prize and the special plague...

is Mrs. Melissa "Fran"
of "Baking"...

Making... Branning... Brink...
Mrs... this lady here.

I think I'm gonna cry.
I honestly do.

Congratulations, Mrs. Frake,
and a great big handshake...

from the makers of Sunburst
shampoo. Oh, thank you.

May I have the plaque?
Thank you. Here you go.

Now, could you tell us a word or two about
your recipe? Oh, it was my grandmother's.

Well, what would you say was her
secret? She believed in plenty of lemon.

Plenty of lemon. Wonderful. Thank you very
much, Mrs. Frake. Oh, thank you. Thank you.

And now we'll get a rundown from our
judges. Mr. Hipplewaite, just a word, please.

I'd be happy to, young man.

Ladies and gentlemen...
Yes. Thank you, Mr. Hipplewaite.

If you'll follow us this way, we have a
wonderful selection of dried Fig Newtons...

You will love every minute.

I never knew what a strain it was to finally
get something you've always wanted.

How about an ice-cream soda to
celebrate? I don't think so, dear.

I'M worn out. I"M going back to the trailer
and lie down. You run along and have fun.

All right, Mother. See you
at 7:00. Okay, darling.

Get a good rest.
I will.

- Jerry. - I've just enough
time for a middle commercial.

How are ya? I gotta go in a minute,
'cause I'm due back in livestock.

About tonight, this trailer
or whatever it is...

Are your folks gonna
be home? Yes. Why?

Well, nothin'. I just thought I might find a
quiet place and squeeze in a little chess.

Daddy doesn't like chess.
He'd rather I played outdoor games.

Uh-huh. Well, uh,
anything for Daddy.

I'll see you at 8:00.

All right, kids. Take 10.

Who's the competition?
A farmer, and I quote.

You're not gonna do an encore?
He is. I did the applauding.

He's a nice guy, Jim...
a very nice guy.

Took me all morning. The "Y" is a little
cockeyed, but I wanted to do it myself.

Didn't want anybody else
to touch it.

What do you think? It's
very thoughtful, darling.

I got the idea from Dawn Patrol. It was on
TV, and the pilot put the name on the cowling.

Just before they were shot
down in flames.

Don't you worry. With that little old
name there, I'm bound to come out fine.

I've got to get to the track. See
you after the show. Wait a minute.

You haven't forgotten our ground rules?
This is just a split week in Dallas. No options.

Sure, sure.
It's nothin' serious.

We have to celebrate
"Emily," don't we?

Yes, suppose we do have to celebrate

Isn't it time for you
to be going to bed?

I thought I might
wait up for the kids.

Thinking of that old slab of bacon,
aren't you? Hmm. I suppose so.

Most people want one thing
or another... even if it's foolish...

and this is the time for me.

Oh, there'll be other fairs,

but I'll never have
another Blue Boy.

It's as if the Lord said,
"This is it, Abel.

You've got Blue Boy
at his peak."

And darned if I don't
think so, Melissa.

It only happens once to
a person. Like Lindbergh.

He had only one chance
that night he took off.

That was the time, right then,

that exact very hour.

I'm sure glad he didn't try to get
Blue Boy off the ground. Hmm.

Ah, you wait and see.
It's gonna be that way here.

It's this fair.
No other fair. This one.

Now or never.

You better go to bed, honey.
I'll stay a spell for Margy.

She seems so at loose ends. I hope
she finds some way to amuse herself.

Good night, darlin'.
Good night.

Emily. Emily.

Wait, Emily. Really.

Look, I've been waitin'
all night for this.

Turn around.

Turn around.
Turn around.

Close your eyes.



Oh, Wayne.
Don't you like it?

It's almost a carat. The
jeweler said... you could, uh...

you could say it's a carat and, uh,
nobody would know the difference.


Dear, crazy...

Wait till you meet the folks.
Emily, you'll love 'em.

And Banning...
you'll like Banning.

Listen, there's the... there's the
Wednesday bridge club, the women's club.

- You don't have to give up your singing.
- Mother plays the piano. Oh.

Oh, Emily, you're the most
exciting girl I've ever known.

This is the most
wonderful night of my life.

Don't you spoil it
with a lot of words.

I didn't say a thing, darling.


When the fair's over,
you'll go off some place...

to Egypt or
one of those countries.

Then where would I he?

With me.
Wherever I go, you go.

I don't even have the right dress for
Egypt. Well, don't you bother about it.

Just, uh, don't bother about it.

Please, Jerry.
Well, why not?

It wouldn't be fair to Harry. Look, can
we drop Harry... right on his pink skull?

Don't get angry.
It's not just Harry.

What we're doing... You
know it'll lead to something.

It doesn't have to.
It will. You know it.

Besides, it may be different for
you. For a girl, there's only one time.

Well, one time in 18 years... That's
not such a bad record at all, baby.

Please don't joke.
You don't understand.

I guess you think I'm some
kind of an angel. well, I'm not.

I've got feelings people in
Banning don't even know about.

It's just... I know.
You're no angel.

Does that mean you love me?
What'd it sound like, a hoedown?

Answer, because it's
important to me.

Of course I love you.

Then I don't care what happens.

I know you wouldn't lie,

so I don't care.

I don't.


What's the matter?

Look, can we... can we book
this for another time, huh?

We"ll see each other
tomorrow night?

Yeah. Yeah, I'll, uh, be in
front of Big Tex. But, uh... But...

Go ahead home, will ya?
Just... go ahead home.

I could never marry Harry.

How could I, when I love
you so much? Good night!

Attention, please.
May I have your attention?

Next event... judging for grand
champion, Hampshire boars.

Will contestants please get
their pigs ready for the drive?

Hey, Dad, he looks good, like a
champion should. He sure does.

Honey, you all fight? How's Blue Boy?
How do you feel? Can I do something...

Please, Melissa! He's ready
to go. Will the junior champion...

Hurry up and stop worrying,
Melissa. I'm not worried.

After all, Blue Boy is a Frake.
Come on, Mom. Good luck, Dad.

Will the junior champion
please come to the ring?

Here's the junior champion...

Thunderbolt, number 184.

Showing for grand champion
Hampshire boar.

Owner, Tri-state Farms.

Looks kinda big, doesn't he?

Now, remember, baby,
don't rub it in.

Just give him the lickin'
of his life...

and then give him a kindly smile.

Will the senior champion
please come to the ring?

Feeding time for Zsa Zsa. Good
luck, Abel. Thanks, George.

The senior champion...

Blue Boy, number 510.

Finalist for grand champion.

Owner, Mr. Abel Frake.

What's the matter with him?

Poor Abel.

Blue Boy, baby. Not here.
This is the finals!

There's nothing to fret about.
You're sound as a dollar.

As a matter of curiosity,
uh, is this his normal stance?

He's planning, sir. Blue Boy always
does a little planning before he stands up.

Right, Blue Boy?

Blue Boy, baby, you're carrying around
the most hog there ever was in the world.

Strut your stuff.
That's what they're looking for.

We've been waiting
a whole year for this.

Look, you lead quarter,
I'm sick and tired of your psyche!

Get up off your hams!
Get up!

Attention, please.

Turn to page 115 in your catalog.

I have the honor to announce
the grand champion Hampshire boar.

Number 510, Blue Boy...

Owner, Abel Frake!

Will Mr. Frake please come
to the judges' stand?


afternoon, ladies and gentlemen.

Welcome to the fifth running of the
Texas State Fair Annual Gold Cup Race.

Good afternoon, ladies and gentlemen. This
is Jerry Dundee at the fairgrounds racetrack.

As I look around, I can see the stands filling
up very rapidly. Looks like a record turnout.

In fact, I can see an awful lot of the touring
pros on hand this afternoon for this one...

in addition to a few
of the better "for fun" boys.

There he is! Oh, yeah. Come on.

I'm sorry.
You still here?

I thought you'd be on your way
to Madison Square Garden by now.

I'll be on the track, Red.
Look me up.

I'll do that.

Go easy. Red was around
when the wheel was invented.

If he wants to play, I'll be as
tough as he is. I doubt that.

He hates people for a living.

Gold Cup entries
to the startin' line.

All cars, please take
assigned positions.

What's that on the back
of Wayne's car?

Some kind of printing.

Looks like

Daddy, it doesn't
say "early." It says "Emily."

He doesn't know an Emily...
or didn't.

Wonder what the boy's been up to?

Maybe he's named it after one
of those hurricanes back east?

That's right. I think there
was an Emily last September.

Don't kid me. There's an Emily
this October, right here in Dallas.

Emily's that tricky carburetor
he's been tryin' to fix all this week.

So what?
Wayne's a sensible boy.

All a sensible boy needs is to bump into
somebody with the right kind of twitch.

He'll think it's love, and that'll
be the end of his being sensible.

The cars have taken
their position now,

and those with the fastest
qualifying times are in the backfield.

I hate these things.
I just hate 'em.

The boy wants excitement. I
was that way when I was his age.

Hmm. When you were his age,
automobiles went six miles an hour.

Frake is moving up, with Red
Hoerter challenging all the way.

This is a rematch. These boys had
a mean go at each other last year.

The driver seems to be all right
except for what the pit boys...

might call a little
broken dignity.

Frake has moved into the lead, and his
archenemy, Red Hoerter is right behind him.

Hoerter and Frake are opening up
out of the pack now. Hold it.

The yellow flag is up, but it's
too late to catch the leaders.

They've already hit
the far chute.


Eckhardt is now moving up to Hoerter on
the outside. They're fighting for position.

That was a deliberate
force-out by Red Hoerter.

It's turning into a two-man go... Hoerter in
the lead and Frake riding high on the outside.

What? He's trying to squeeze
Hoerter out, ladies and gentlemen,

and Eckhardt is taking advantage
by moving up on both those boys.

Frake is forcing Hoerter up track now.
It doesn't look like he's riding to win.

Both drivers have plowed
through that fence.

Mal Eckhardt has hit the chute
now in the number one position!

Never strike a lady, Red.

Amazing what we farm boys can
do with an Erector set, isn't it?

Thanks a lot.

Now all we have to worry
about is that girl.

Aw, now, Mama.
Well, Margy, he has a girl.

Why does he have to get mixed up
with trash? - Stop it, Melissa.

In the first place, why should
Wayne be interested in trash?

He might not know she's trash.

She might not either.
Come on now,

So long, "Emily."

Oh, thank goodness
you're all right, darling.

We were so worried.
Nice going, Son.



Congratulations, Jerry.
That network feed paid off.

We got a "must come" on
Teletype. A "must come"? Where?

They want you to do all the
Big Ten games with Mel Allen.

You leave tonight.

The 8:00 plane to Chicago. You tee off
with the Michigan-Northwestern game.

Not tonight.
I gotta see a girl.

This is a jump from tank-town tube to the
networks. You can't blow it for local laughs.

That's the trouble. She's not local
laughs. Send her a box of chocolates.

I can't even send her a message.
She lives in a trailer town.

I've got to see her. There's
somethin' I have to tell her.

I want her to know
she's not missing much.

That girl with the pinking
shears? I made that up. What?

And the Casbah? I never was to the
Casbah. I didn't even see the movie.

Look, this is your one chance. You may
never get another. That's what I'm sayin'.

Well, make up your mind.
Are you going or not?

Yeah, I'm going.
Good boy!

Now, stay at it. You may
amount to something. Thanks.

Abel, did you speak to him?

Of course. He
says he's through with racing.

He's done what he's wanted to.

That's not what I meant.

About what he wrote
on his car... "Emily."

Honey, you're just building something
up. There's nothing to worry about.

Oh, I took care of that. I laid
down the law... one, two, three.

I said, "Wayne, you take your
sister around the fair tonight."

That's tellin' him.

How do I look?
Oh, just beautiful, darling.


Daddy! Just a
minute. Just a minute.

Oh, here it is.
It says here,

"217,000 visitors are expected
on the last day of the fair."

Well, I just want you to
know that out of the 217,000,

you're the prettiest
girl I ever saw.

Come on, Candy-eyes. Let's
go. Don't make it late now.

We want to get an early start in the
morning. Bye-bye, darling. Have fun.

Hurry! Hurry!

You'll love every minute.

You'll have the time...

of your life!

Hey, look, Marge.
Uh, if I give you a little loot,

would you kind of take care
of yourself tonight?

One, two, three.

Okay? Three dollars?
You sure that's enough?

Plenty. I was gonna
offer you two dollars.

Hurry! Hurry!

Get on your dancin'
shoes! You and I are goin' to the fair.

Oh, Abel, please. I'm so tired,
and I haven't changed clothes.

Can't we just sit around and talk
about Blue Boy? Honey, you're wrong.

I'm a lover, not a farmer!

It's the biggest show on earth.

Hi, everybody! Come in.
Everybody goes to a real show.

The biggest show on the midway.

Come in, everybody! A ticket
office here, a ticket office there.

Everybody has a ticket.
Come right in. The greatest show...

Step right up and get your Texas burgers...
the biggest hunk of meat in the world!

Get your tickets for the
biggest merry-go-round in the world!

The biggest this.

The biggest that.

Texas has the biggest everything.

About all we prove is that
Texas has the biggest liars.

Say, that's cute.

Not here.
Why not?

I went by the show,
Emily. They said you left early.

I've got a lot of packing to do.
A girl picks up a lot of trinkets.

I don't...
I don't get this.

I'd just like an
explanation. That's all.

Here. Read up
on our love life.

What's this? It's a timetable.
Railroads put them out.

You mean you...
you're just leaving?

Without saying a word...
not a single word?

Is "good-bye" one word or two?

Uh, I don't... I don't suppose
you have a drink around here?

What would you do with a drink?

Emily, I... I can't
understand this.

Just running out...
How... How can you do that?

Last night, the two of us...
Look at me!

Last night, you said
everything was wonderful.

So is a martini.
But sooner or later you drink it.

Right now, baby, you and I are down
to the toothpick. Even the olive's gone.

Well, what did you think
was going to happen?

I warned you.
A few days, a few nights...

Those are the ground rules.
You knew that from the start.

But you changed. After that,
we talked about the farm...

and how we were always
gonna be together.

This trunk won't let us.
Don't you understand?

There are more than clothes in there.
Oh, honey, I'm in there too.

Read the labels... Little Rock,
Akron, Scranton, Springfield.

That wouldn't leave us much time for the South
40 now, would it? It doesn't have to be that way.

What are you going to do? Join the
show? Play drums? Paint scenery?

Ah, don't be a damn fool.

You don't know how lucky you are.

Go back to... What's her name?
Betty Jean and...

grow corn, alfalfa, whatever...

It's wheat, if you don't
mind! Wheat then!

Grow lots of it and... and lots of babies
too! That's what you want, isn't it?

On top of that, you get a bonus.

You don't have to buy Billboard the
rest of your life to find out where you are.

Now just kiss me and forget it.

I don't believe this, Emily!

I won't believe thi... not until I
hear you say you don't love me.

Swear it.

Swear it! I want
to hear you swear it!

I wonder if that's why
they put these in hotel rooms.

Swear it, Emily. Stand there and
swear you don't love me. Don't!

I wish to hell
you'd get out of here!

I swear to God!

Well, that's it.

Don't worry. I know when I've been hit
by a sledgehammer. Wayne? Wayne?

Here. May... Maybe
you should take this.

You don't have
to say it's a ring.

Just... Just say
it's a four-leaf clover.

Bye, Emily.

You know, after...

after what you said,

I guess this sounds crazy,

but I sure... I sure
wish it was different.

I suppose you think
I've been drinking.

Not until you mentioned it.

Well, I'm honest.

That's one thing you
gotta admit... I'm honest.

It's more than
some people can say.

Like Emily?

It was terrible, Dad.

It gets that way once in a while.

Oh, you don't understand. You've
never been in love. Of course not.

But don't tell your mother. I've been
fooling her for close to 30 years.

That's not what I mean.

I mean, really in love.

Well, we didn't get you
by bein' casual.

I know how you feel.

Once, a long time ago,
Iran into a girl.

About like yours, I suppose.

She could shake hands
with her eyes.

It was wonderful.


I kept sayin' to myself,

"I hope this never ends.

I'll die if it does."

But it did end one night,
with lipstick all over my collar.

And I didn't die...

Grunts I even 3 little bit.

I was glad it was over.


So you be glad too. Hmm?

What was her name, Dad?

Damn if I remember.

It was on the tip of my
tongue a few years back.

I haven't even been close since.

Did she love you?

I've often wondered.

Once in a while, when I get blue,

I tell myself she might've.


Of course, I'd never
mention this to your mother.

Just to get even,
she might not iron my shirts.

You know, Dad, I don't think
I better tell Betty Jean either.

She'd do the same thing.
Yeah. They're all alike.

Just the same,
I'm not gonna be like you.

I'll never forget Emily's name.

Yes, you will.

We're all alike too.

You may hate yourself
for doin' it,

but you'll forget.

Yeah, Sime.
Leavin' right now.

Tell Doc to start
spadin' up the garden.

He owes me five dollars.

So long.

Well, George, good-bye.

See ya next year.
So long, Zsa Zsa.

Congratulations, Abel.

Good-bye! Good-bye, Ed!

Good-bye! Good-bye, George.

Hi, Sime! Hi!

Hi, Doc! Hi, Doc. How are you?

Hi! Well, Doc,

did ya hear about
Blue Boy? I heard.

You're a homely old devil.

I'm surprised he's not
a-ridin' in the front seat.

Don't be silly.
He turned us down.

About that little bet
of ours, Doc,

I'll take it in dollars, quarters,
pennies... anything that's handy.

Now, not so fast.

She do pretty good
with her mincemeat?

Good? She put
one judge in orbit.

Won a plaque to boot.

Doc, I think that five dollars
has gone 10 sleep.

Could you maybe give it
a little shake? Now, hold it.

Maybe you won a couple of prizes,
but that ain't the whole bet.

Nobody got sick, and nothin' bad
happened to any of 'em.

Only thing is, something might've
happened we don't know about.

Kids have a good time?
Margy? Wayne?

Hiya, Doc, old boy, old boy!

Great Gertrude. That lilac
water... Where's he get it all?

I think they ship it in
by tanker.

Hey, Dad! Can I borrow
the car? Go ahead!

He seems all right.

How about you, Margy?

Have a good time at the fair?

Better answer that, Margy.
Probably Harry, for you.

Well, go on, honey. Don't
let it ring all day. Go on.

Please, Doc.
Winter's comin' on.

Now, let's not get
hasty about this.

Margy didn't answer me.


Margy, I'm
here. Here in Banning?

Oh, Jerry.
Where exactly?

Well, I'm in the center of town,
I think. I don't know.

Look, all those things I laid
on you about where I was and...

Please, it doesn't matter, darling.

Just point the car towards Elkins'
Dry Goods. And hurry, darling.

Okay. Okay.

Margy, you didn't
answer my question.

Did you have a good time
at the fair? Oh, yes. Yes!

It was the most wonderful fair
in the whole world.

So pay Daddy his wonderful
five dollars.

Where in the world is she going?

Down the wonderful road,
I reckon.

The odds are sure
changin' on people.

I should've won that bet.

Jerry, stop!