State Fair, in all its three cinematic incarnations (and for that matter in its original book form), is pretty thin stuff. The first two versions got by on charm and atmosphere (and, in 1945, on the strength of the Rodgers and Hammerstein score). The third is not so lucky and begs the question of why remake material that was so obviously dated by 1962. It further begs the question of why one would hire Jose Ferrer to helm this remake. An often brilliant actor, Ferrer was an indifferent director, and despite his obvious fondness for the genre was ill-suited to the musical film. As a result there's no cohesiveness to the film, which serves to point up the weaknesses of its plot and dialogue. The cast tries hard, but Alice Faye and Tom Ewell are not particularly well cast, and Pat Boone and Pamela Tiffin are a bit on the dull side. Bobby Darin is much more fun, but the only real reason to see State Fair is Ann-Margret. She's in fine voice, making "Isn't It Kinda Fun" a jazzy delight and winging delightfully through "It's a Grand Night for Singing." More importantly, she's a livewire, infusing much-needed energy into all of her scenes -- even when called upon to don a hideous yellow yarn wig for a misguided production number. She grabs the screen and by sheer force of will breathes life into an otherwise-dead film.