As the lights on the Midway go out and the final stragglers make their way to the exits, Wisconsin State Fair Park is just coming to life.

Dairy Bakery employees (the people that make the cream puffs), police officers, security staff, agriculture exhibitors and their livestock keep the park humming 24 hours a day during the State Fair's 11-day run.

Even before the crowds fully exit, the clean-up crews are hard at work. Two-man teams begin patrolling the park, emptying trash and recycling bins as trash haulers begin rumbling into the park.

Bob Jadin has been the fair's third-shift grounds supervisor for six years. He oversees a crew of about 22 people, all of them with different tasks and duties. The grounds staff will empty, in the course of a night, every trash barrel in the park and 120 dumpsters, some of them many times over.

Jadin, a 19-year veteran of the grounds department, likes working overnights because of the ease in which he can do his job.

"It's easy to get around and get the job done," Jadin says. "When there's nobody in the park, we can really get it cleaned up quickly."

Helping the grounds crew are inmates from the Milwaukee County House of Corrections. Under the supervision of Jadin's son, Bob Jr. -- a state corrections officer -- the inmates cover the entire grounds with pick-ups and leaf blowers, moving trash and litter into the street for street sweepers to pick up.

While Jadin's crew gets the park ready for another day of action, the State Fair Park Police Department -- in conjunction with the park's yellow-shirted security staff -- helps to keep things safe.

Five patrol officers, a sergeant, a lieutenant and a dispatcher work the overnight hours. They patrol the park in a van, a squad car and a golf cart. The action during the overnight hours is minimal, but there are still occasional incidents.

Sgt. Tom Reilly joined the force five years ago and filled a slot on the overnight shift. Much of his career in law enforcement -- he had worked narcotics in Door County and retired as a lieutenant in the Waukesha County Sherriff's Department -- was spent on third shift, so the hours weren't a problem.

"I enjoy the overnight shift," "We have a great crew, a great lieutenant to work with and a variety of activity."

Overnight officers handle a wide range of tasks. The early part of the shift is spent helping close the park down for the night and the final hours are spent getting the park ready to open. In between, the officers handle lost vehicles, security patrols and assist the agriculture department with catching animals that have gotten out of their pens or barns.

In those barns, there's plenty of activity. With eight barns on the premises -- usually filled to capacity -- it's inevitable that an animal or two may sneak out. During the Junior Dairy show, more than 100 kids work the overnight hours, keeping the stalls clean and watching the cattle before a morning crew arrives to walk, wash and milk dairy cattle and lay down fresh bedding for the new day.

The agriculture department keeps a staffer on overnight to assist with pickups and drop-offs during the night and early-morning hours and to direct exhibitors to trailer parking areas, while also handling other random tasks within the department. During beef shows, another person keeps watch on the cattle, tied out for the night along the Milwaukee Mile's backstretch.

The Dairy Bakery, birthplace of the Fair's beloved cream puffs, is always busy. During the overnight shift, Tom Barger and his crew of about 30 will whip up between 700 and 900 dozen of the tasty treats ... almost all of which will be gone by 8 a.m.

"We're able to expand our work area into the hall because we don't have people in there," Barger says. "It really helps us with our work."

Working overnight, Reilly knows many of the faces that inhabit the grounds while the rest of the city sleeps. Part of the job, he says, is to know who's who and whether or not they belong inside the fences.

"At night, working on a regular basis, you know who belongs in the park, where they are or should be and what they're doing," Reilly says. "There is a lot of activity still taking place throughout the grounds with deliveries, service and clean-up activities and the bakery.

"The park is very much like its own little city during the 11 days of the fair."