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Fay Spain (October 6, 1932 – May 8, 1983) was an American actress in motion pictures and television. She was born in Phoenix, Arizona.

She began living alone in her English teacher`s attic at the age of 14.[citation needed] The teacher had a daughter who was affiliated with an acting stock company in Maryland. She gave Spain a job which combined the duties of acting apprentice and babysitting. At sixteen, Miss Spain was in New York City, residing in an $8-a-week room on the Upper West Side. She worked in tie shop where she became acquainted with an associate of Walter Winchell. The gossip writer mentioned her name in a column and Spain received a call from Columbia Pictures. She was not extended a contract because she "wasn`t pretty enough for Hollywood".[citation needed]

Within two months she found work with a stock company in the Catskill Mountains. She obtained an Equity Card which enabled her to continue working as an actress. Spain eschewed a college scholarship after attending high school in White Salmon, Washington. She chose instead to pursue a stock company apprenticeship.

As a film aspirant her first screen test was made with James Garner. The test was unfavorable and she was not considered photogenic. She continued to pursue acting, unimpeded by rejection. She accepted any parts which came along, learning the techniques of the acting trade.

Spain first came to prominence with movie audiences in 1958. She was cast as "Darlin Jill" in the film version of God`s Little Acre, based on Erskine Caldwell`s novel. The film marked the screen debut of Tina Louise and also starred Robert Ryan, Jack Lord, Buddy Hacket, Aldo Ray, and Vic Morrow. Spain followed this success by playing "Maureen Flannery" in the film Al Capone. Her final appearance as a film actress came in 1974, when she portrayed the wife of mobster Hyman Roth (Lee Strasberg) in The Godfather Part II.

In 1959 the actress married west coast abstract painter John Altoon. They spent their honeymoon in Reno, Nevada. Both led busy lives and enjoyed their time away from work by relaxing in a home they remodeled in the San Fernando Valley of California. Altoon was an art instructor in Los Angeles, California. He contributed art for a series of record album covers. Spain had a five-year-old son from a previous marriage who lived with her in California.

By the middle and late 1950s Spain was making frequent guest appearances on television. She appeared in Bonanza, Cheyenne, Whirlybirds, Perry Mason, Tombstone Territory (episode "Pick up the Gun"), The Millionaire, M Squad, The Texan,Gomer Pyle, USMC, Gunsmoke {1957 episode "Mavis McCloud"), Playhouse 90, 77 Sunset Strip, Have Gun Will Travel {1958}, Maverick, Bat Masterson, and The Restless Gun. She also appeared on the NBC interview program Here`s Hollywood. In the 1960s she continued to be seen frequently on television.

Fay Spain died of lymphatic cancer in Los Angeles in 1983, aged 50.