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The State Fair of Texas was a Phase 3 North Texas Explorer episode that focused mainly on events and attractions at the 2001 and 2002 State Fair of Texas. The episode begins with a brief overview of the fair and a quick look at the construction of Big Tex. After the first break, the Birds of the World show is featured. The segment mainly consists of an interview with Steve Martin from Natural Encounters Inc., along with footage of the show from the Fair Park Band Shell.

Next up is an overview of the Science Place's giant sand sculpture being built by Sandscapes. During an interview with sculptor Karen Fralich, scientific concepts about sand are interspersed with information about the hobby of sand sculpting. The sculpture being created contained recreations of the Dallas skyline, JFK, the Science Place's robot dinosaur, Big Tex and other local imagery.

Clydesdale

Filming the Budweiser Clydesdales segment

After a break the episode has back to back segments about famous livestock. It starts with an interview with Pete Peterson about the Budweiser Clydesdales who were regulars at the fair and participated nightly in the parade. Afterward Elsie the Cow was spotlighted. She had been making live appearances at the State Fair for decades and Borden representative Sheri McCrary gave some information about the beloved mascot's history.

The I Love Lucy 50th Anniversary Tour gave Devin the opportunity to recreate some famous television moments. Visitors could in grape stomping and candy factory simulations just like Lucy & Ethel did all those years ago. The tour also contained props, costumes and sets from the iconic series and tour representative Betsy Scott was interviewed. Additional props and costumes were presented by Kevin Gardner in the final segment about the Blockbuster Movie Motion Memorabilia tour.

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