Billy and Goat are best friends, but they have different styles. Billy likes to smell the roses - Goat likes to eat them! So it's no surprise that they have different ideas of how to enjoy the state fair. For Billy, the crowds and the noise are pretty intimidating. He's happy to wait in the livestock pens until the best-goat contest begins. But Goat's not one to sit when he could run. Faster than you can say butter sculpture, Goat's out of the pen and leading Billy on a merry chase. When Billy finally catches up to him, he's relieved, but also amazed. The fair is awesome! They may have missed Goat's chance to win best in show, but for Billy it's never been more clear - his best friend is the best goat ever!