Thorn, Gran'ma Ben and the Bone cousins attend the spring fair, an annual market and festival in the town that culminates in the Great Cow Race, a race which Gran'ma Ben always wins. Fone Bone is driven to jealousy when Tom, the handsome honey seller flirts with Thorn, so he decides to get some honey for her himself. However, a gigantic bee defends his hive, getting into a fight with Fone Bone. He eventually gets the honey, but sees Thorn sharing some honey with Tom. Phoney and Smiley Bone continue their work at The Barrelhaven, with Phoney concocting a scheme to fix the cow race by sowing seeds of disquiet about Gran'ma Ben's fitness to compete. At the end, Thorn meets Tom at the fair, but finds he is with another girl.
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