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| Jeanne Crain | Margy Frake |
| Dana Andrews | Pat Gilbert |
| Dick Haymes | Wayne Frake |
| Vivian Blaine | Emily Edwards |
| Charles Winninger | Abel Frake |
| Fay Bainter | Melissa Frake |
| Donald Meek | Hippenstahl |
| Frank McHugh | McGee |
| Percy Kilbride | Dave Miller |
| Henry Morgan | Barker |
| Jane Nigh | Eleanor |
| William Marshall | Tommy Thomas |
| Phil Brown | Harry Ware |
| Paul E. Burns | Hank (uncredited) |
| Tom Fadden | Eph (uncredited) |
| William Frambes | Pappy (uncredited) |
| Josephine Whittell | Mrs. Metcalf (uncredited) |
| Paul Harvey | Simpson |
| John Dehner | Hog Contest Announcer (uncredited) |
The small-town Frake family attend the Iowa State Fair, the annual highlight of their summer. Son Wayne plots revenge on a midway barker who had embarrassed him the summer before and falls for the beautiful singer Emily, while his melancholy sister Margie becomes smitten with slick city-boy reporter Pat . Meanwhile, mother Melissa and father Abel plot to win their respective competitions.
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