Expectations are high as the Frake family arrives at the annual Texas State Fair:  Abel is entering his prize hog, Blue Boy, in the grand championship; Melissa hopes to win the mincemeat competition; young Wayne is planning to enter the sports car racing event; and 17-year-old Margie dreams of romance and adventure.

Almost immediately Wayne becomes enamored of Emily Porter, a sexy showgirl, and Margie falls for Jerry Dundee, a brash and cocky television interviewer.  Although Blue Boy is triumphant and Melissa's brandy-spiked mincemeat creates a sensation when the judge becomes drunk, the younger Frakes suffer disappointments.  Wayne allows another competitor to win the auto race, and Emily, certain the Frakes will think her a tramp, walks out on him; Margie is heartbroken when Jerry suddenly disappears.

Once back on the family farm, however, Wayne quickly forgets his first big romantic experience and runs off to visit his old girl friend. Later Margie is radiant when Jerry phones, explains he was called out of town, and asks her to marry him.

Notes
Songs include:  It Might As Well Be Spring (Margie); Our State Fair (Wayne, Abel, Margie, & Melissa); It's a Grand Night for Singing (entire cast); That's for Me (Wayne); Isn't It Kind of Fun (Emily and chorus); It's the Little Things in Texas (Abel and Melissa); More Than Just a Friend (Abel); Willing and Eager (Wayne and Emily); Never Say 'No" (Melissa); This Isn't Heaven (Jerry).

Location scenes were filmed in Dallas and Oklahoma City.  It was previously filmed and released under the same title by Twentieth Century Fox in 1933 and 1945.