As the rain fell, so did the corners of many young festival-goers mouths yesterday at the 40th Annual Central Pennsylvania Festival of the Arts.

Though many opted to simply come later and wait out the storm at home, early-birds were administered a dose of disappointment.

"I didn't like carrying an umbrella," said Logan Gorman, 10, of Pine Grove Mills. "It was hard to get past everyone in the rain."

Though most activities continued as scheduled, morning rainfall drove many visitors inside and squandered early hopes of fun in the sun.

Purple-bearded craft guru Hal Hallock was stationed inside the community room of the State College Borough Building during the downpour.

"We had 60-some people in here at one point," said Hallock as he waved a paper wand around the undersized venue.

Every year, along with his wife, Natalie, Hallock helps kids create wearable art for the Grand Procession, in which children show off their new outfits as they parade down South Allen Street.

This year, it seemed everyone wanted in on the action.

"When the rain came down, this place filled up," he said.

Incessant showers had quite an impact on the magic of Master Joe McNitt for Marta Miller, 10, of State College.

"It started raining on the last trick, and I felt sorry for him because it was really good," Miller said.

A mud-coated Memorial Field marked the site of many dashed hopes when, due to the inclement weather, the ever-popular HealthAmerica FitKidz Challenge was canceled. Droves of tiny aspiring athletes had anticipated spending the day on a fitness circuit with equipment ranging from agility ladders to pogo sticks.

"I really wanted to try the fitness," said 6-year-old Graham Miller, Marta's younger brother. "I wanted to be like a superhero."

The Millers came to the festival primarily for the fitness challenge, which will be held Saturday from 10 a.m. to 3 p.m.

Most festival guests found a way to overcome the letdown of the downpour and enjoy the afternoon.

Heather Raymond, of State College, who came with her husband, Kevin, and their two children, 3-year-old Paige, and 6-year-old C.J., said she didn't let a little drizzle hinder her family fun.

"We always have a great time," she said, clutching her wriggling son. "This is always a fun event, rain or shine."