Billy and Goat are the absolute best of friends, even though they have completely different styles. Billy prefers to stop and smell the roses, while Goat prefers to eat them! So when they visit the bustling state fair together, they naturally have very different ideas of fun. The loud crowds and chaotic noises intimidate Billy, who is perfectly happy waiting quietly in the livestock pens for the best goat contest. But Goat is not about to sit still when he could be running! Faster than you can say butter sculpture, Goat breaks out of his pen, leading Billy on a wild, merry chase past dizzying rides, carnival games, and crazy exhibits. When Billy finally catches his runaway friend on the biggest parade float, he realizes that his best friend truly is the greatest goat ever!