Mama packs up her pickles. Daddy brags about his hog. On the midway, Sis and Brother eat cotton candy and find romance - and not with each other.

"State Fair" is definitely a 1940s musical. Utahns, grown accustomed to the Capitol Theatre's "Phantoms" will find this Theatre League production to be engaging, though on a less dazzling level.Expect winsome, not awesome. Expect lovely and professional voices singing songs you haven't hummed for a long time.

"It Might As Well Be Spring," actually sounds fresh when sung by 19-year-old Valerie Accetta, who plays the sister, Margy Frake. John Davidson may have grey hair and be playing the role of the father - leaving the leading man stuff to a handsome young actor named John Simeone - but he still struts and booms and comes on strong in corn-fed renditions of songs like "All I Owe Ioway."

Carol Swarbrick plays the mom, Melissa Frake, wife to Davidson's Abel. Like most of the others in this touring cast, she's an accomplished actress with a strong voice.

Mark Martino plays Pat Gilbert, the darkly handsome and possibly devious reporter that Margy meets on the midway. On opening night, Ethan James Duff played Harry, the guy from the farm down the road, the guy who's been counting on marrying Margy ever since they were in kindergarten.

There's plenty of love interest in this play. Simeone, who plays the Frake's son, Wayne, spends some time in duets with Deborah Foley, who plays a city-struck starlet named Emily Arden. But Wayne also has left a girlfriend back on her farm. As the play opens he's worried that Eleanor, played by Brandi Ozark, is going to go away to college and forget him. How soon he forgets her.

Tragedies such as these are alleviated, however, by the frivolity of the state fair itself. There's a baton twirler - Jill Gorrie - the likes of which you haven't seen lately. And there some delicious four-part harmony - with Davidson, Ray Boling, Scott Kleckner and Shaver Tillitt.

And then there's a great character actor, Jim Fitzpatrick who plays a drunken pickle judge and also plays the Frake's neighbor. He tends to take a dark view of the universe. Or maybe he's just being realistic when he points out that for every happy moment in life the Frakes will also experience sadness. Abel Frake disagrees. He thinks the state fair will bring only the best for his little family.

As it turns out, the state fair is a good place for the older generation to realize their final glories (blue ribbons all around!) and a place for the youngsters to figure out who they are and what they really love. And if modern audiences walk away feeling it was all too happy, that the down side they've come to expect in modern musicals wasn't fully explored in this play, then the best thing to do is remember the year the fair takes place: 1946.

Those who saw this play originally must have understood what the neighbor was saying, that there are dark times in every life. They probably thought they'd lived through plenty of those already and wanted to be reminded that such an innocent thing as a state fair could still exist, where happy people take healthy pride in what they've grown.