To visitors, the Mayberry-like Troy may not seem like the ideal place for a festival. But they would be wrong.

This year, Troy is holding its 38th annual Troy Strawberry Festival June 7-8, which regularly draws between 100,000 and 150,000 people to this small city.

“It’s the largest festival in the region,” says Debbie Char, publicity committee chair for the festival. It was originally started in 1977 as a way to raise money for local nonprofits, and it has grown from there. “That’s the whole reason the festival was created, the whole reason it still exists today, because many of those nonprofits that you’ll see at the festival, this is their main fundraiser for the year.”

The event has grown so much in its 38 years that it is expanding to two locations for this year’s festival. It’ll remain on the Levee on the banks of the Great Miami River, but now it will also be on the fountain square in downtown Troy. By having the festival in two places at once, there will be no shortage of things for the family to do.

It all starts Friday night before the festival with a celebration that’s mostly attended by the locals. There will be a children’s parade—which kids can dress up for if they want to participate—and an alumni football between Troy and rival community Piqua.

Saturday starts off with the opening ceremonies and leads into the parade. Then it’s time to explore.

“There’s a whole children’s area set up on the Levee side,” says Char. This includes a climbing wall and a smaller kids area. Events are also held for kids, like the pie eating contests, diaper derby, kids crawl and super kids event. In addition, Char says, “There are several booths that do children-related activities: face-painting, games, that kind of thing.”

There will be arts and craft booths in both parts of the festival, as well as live entertainment. This year’s main headlining act is Red Hot Rhythm, who’ll take the main stage on Saturday night.

One of the can’t-miss parts of this festival, though, is the food. They have the regular assortment of festival cuisine, but there’s also an abundance of strawberry delights.

“There are strawberry donuts. They’re hugely popular, they’re made every year by the Troy music boosters and I can’t even begin to tell you the tens of thousands of dozens that they sell every year,” she says. Other special festival goodies include strawberry shortcakes, chocolate-covered strawberries, strawberry burritos, strawberry salsa and strawberry barbecue sauce. “There’s just a huge variety of things,” says Char.

After guests have filled themselves to the brim with strawberries, they can get the hugely popular barbecue chicken dinner. While not held by the festival for several years, it’s back in 2014.

The Troy Strawberry festival is the perfect mix of new and tradition. It continues the tradition having a new theme—this year’s is “Home. Grown. Berries.”, developed by festival Chairman Kathi Roetter and based off Miami County’s slogan of “Home. Grown. Great.”—and dyeing the fountain pink. But the festival’s new expansion can only make this local favorite better.

“It truly is a family event,” says Char.