It's the morning after Betty is accused of cheating, and everyone has an opinion. Michael says he likes Betty but the situation is bad, Marcel laments that he was finally on a winning team but his victory was taken away. Frank says everyone needs to move on. Betty tries to stay focused, and Josie talks about everyone turning on each other. Everyone leaves for the kitchen.
At the Kenmore PRO kitchen, Michelle Bernstein is introduced as the guest chef for the round. Chef Bernstein is owner and Executive Chef of Michy's in Miami, Florida, and Consulting Chef of the Social restaurants in Miami and Hollywood. Padma announces this round is about leftovers, "the real test of a great chef comes in being creative with very difficult ingredients." She states the QuickFire Challenge is to create a dish using at least one of the ingredients on the counter. The choices range from pig trotters, lamb kidneys, beef hearts, fish heads, pig blood, veal tails, honeycomb tripe, beef cheeks, chicken feet, veal sweetbreads, lamb hearts, to veal tongues, the leftover parts of the animals. Chef Bernstein says, "Every one of these ingredients has been a part of my career from the beginning. Quite a few of them are on my menus right now. This kind of food is a very hard sell, so you have to add something to it to make it a little sexier..." Padma says the chefs have two hours, and everyone hops to it.
Sam is excited because he knows some good "flavor profiles" for the ingredients, while Mia worries two hours are not long enough to cook offal. When time is up, Padma and Michelle begin tasting at Frank's station, where Michelle pronounces his catfish soup, "nice". Marisa's beef cheek Bolognese is "lovely," but the Chef questions Elia on how she prepared her kidneys and sweetbreads. Sam fares better with his sweetbreads beignets, and Marcel's sweetbread schnitzel does well. Cliff's oxtail sandwich earns a rave, and Michael's veal tail and tongue stew is praised for its flavor. Mia's pig's feet, however, are not cooked enough, and Josie's oxtail broth gets no comment at all. Betty, Carlos, and Ilan all get good comments on their flavors. Chef Bernstein says she was pleasantly surprised with the results of the challenge. She says the worst were the ones she found hard to eat. She tells Josie she couldn't even eat the oxtail, and if it had been served in her restaurant the dish would be sent back. Josie is devastated. She tells Elia she didn't clean her kidneys properly and it needed a sauce. Elia is mortally offended. Bernstein turns to the top dishes and states Cliff cooked the oxtail beautifully and it was delicious, and that Sam's sweetbreads were innovative and beautifully executed. Sam wins the QuickFire Challenge and immunity. The chefs go home for the day with instructions to meet at Social restaurant in Hollywood the following day.
The contestants gather in the Social ballroom the next morning in front of Tom Colicchio, Chef Bernstein, and Padma. Padma says today Jennifer Coolidge is throwing a private six-course luncheon for 60 of her closest friends, and the Elimination Challenge will be for the chefs to devise and cook the lunch. They are informed Coolidge is only there to enjoy the food - she is not a judge. They can only use the "remains of a busy dinner last night" and other items available in the refrigerator and pantry. Chef Colicchio introduces the twist by telling the chefs to pair off however they choose. Mia and Betty are the first pair, and Marisa is a little amazed since Mia accused Betty of cheating at the last Judges' Table. Marcel agrees to work with Frank, saying, "It was kind of like being asked to go on prom with somebody that you're not totally interested in, but for fear of not having anybody else to go to prom with, you're like, 'okay.'" Tom then tells one member from each team to pick a knife from the block. The number on the knife represents the course for which the team is responsible. Michelle announces that the winner of the challenge will join her at Sagamore Hotel in Miami to work with her on the South Beach Food & Wine festival. Colicchio says they have three hours to prepare the luncheon and then 20 minutes to plate each course; the course cannot be served if it isn't out on time. Additionally, given what occurred last time, Colicchio will be in the kitchen closely monitoring the chefs' actions.
The chefs hit the kitchen, and Betty and Mia try to get everyone to discuss the menu, but checking out the available ingredients seems a higher priority. They are pleased to discover plenty of produce and protein, not just leftovers. Marcel and Frank choose salmon and immediately bump heads on who should do the filleting. Cliff and Sam select scallops and foie gras, Ilan and Michael decide on paella with a twist for individual service. Mia and Betty try to dress up duck using a Napoleon variation, but Michael points out they may be cooking the duck too soon as it's usually served a little rare. Josie and Marisa do palate cleansers with fruit and fennel, but Cliff states the fifth course is usually a protein, and Carlos and Elia create a dessert trio.
Just outside the kitchen, Tom says he's not sure of the group's strategy. Since the teams are not talking to each other no one has looked at how the courses will go together. He has also seen some courses that will be very difficult to plate. He predicts it'll be tense as they get closer to the wire. Marcel and Frank each make sauces for the tartare, and Cliff disconcerts Frank a little when he says Marcel's is better. Marisa discovers Carlos and Elia are doing a basil drink in shot glasses. She and Josie were also going to do a basil drink in shot glasses, but since the courses are right next to each other it'll be too much. They convert to a coconut, lime, and prickly pear drink in spoons.
The guests begin to arrive, and Jennifer Coolidge comes into the kitchen to say thanks and that she's, "thrilled to be a part of this." At the table are Padma, Michelle Bernstein, Gail Simmons, and Joseph Ojeda, the Executive Chef for Social Hollywood. Chef Tom stays in the kitchen, continuing to monitor everyone to prevent cheating.
Marcel and Frank present the first course of salmon. Coolidge says it's beautiful, but Michelle says pairing a beet with salmon, neither with much texture, was probably not a good choice. Sam and Cliff's course seems to get kudos from guests and judges alike. Ilan and Michael's paella wins raves, although Bernstein says it has too much saffron. Sam says Betty and Mia's Napoleon is almost embarrassing to send out. Gail thinks it's veal at first because, "duck, when it's cooked properly, should have a very pink center." Michelle wonders at using puff pastry that is three times the of the duck. Padma says the duck should have been the main event, but it wasn't. Tom continues to taste the dishes in the kitchen. While plating Josie and Marisa's course, Frank wonders at their pink drink, which tastes horrible. Gail is confused by the course and calls it disconnected. Chef Ojeda says, "At this restaurant, we really pride ourself on the ingredients that we use. I just feel that the things that I thought they'd be really excited to use weren't brought out to the table." One of Jennifer's guests says his palate wasn't cleansed, and by deviating from the traditional cuisine they missed the point of the course. When Carlos and Elia plate their dessert trio a mistake is made: time expires and one plate is not served. Carlos accepts the blame since he had an extra shot glass out and worries Elia could be sent home because of him. Michelle says the juice tastes as though it sat out too long, and Ojeda objects to the basil in the drink, finding it "not sexy." All the chefs file in to the banquet room, and Jennifer stands to thank her guests for attending and the chefs for the wonderful meal. She says she doesn't have input in the judging, which, she insists, is a good thing as her closest connection with cuisine was time spent as a cappuccino girl in the same building when it was a pool hall.
At the Judges' Table, Colicchio starts the discussion saying there were some wonderful ingredients available that the chefs didn't use. Gail and Padma both expected to be wowed and were disappointed. Tom says he feels no one is trying to win - they're just trying not to lose. He also says it's clear the group did not work as a team because of the disjointed courses. There's also talk of how some tried to do too much. Instead of just one good dish, they served two or three items. The teams of Sam and Cliff, and Michael and Ilan get very positive reviews.
Padma calls the top teams in. Tom asks Sam and Cliff about the scallop and foie gras. Sam says they felt the creaminess of the two complimented each other. Colicchio says he'd have liked to see them combine the two ingredients rather than keep them separate on the plate. Padma asks about Michael and Ilan's dish. Michael describes spotting the ingredients, but not being sure how they'd be used. Michelle asks how the theme turned Spanish, and Ilan says he works in a Spanish restaurant so he's familiar with the flavors. Michelle says the consistency of the crab matched the paella - crispy on the outside, creamy on the inside - and it was like a crème brûlée to her. Michael and Ilan's paella is selected the winner, and Michelle chooses Ilan to go with her to Miami because she feels he had the most influence on the dish. They are dismissed with instruction to send out six chefs.
Mia, Betty, Josie, Marisa, Carlos, and Elia file into the banquet room. Padma says they are all there because their dishes were the bottom three. Tom starts by asking Betty and Mia if they were happy with their dish. Mia says she was very proud, but they both agree that the puff pastry should have been axed. Colicchio points out the pastry wasn't cooked enough; he hates pastry that is not brown. He also says the duck was overcooked. Padma asks about Marisa and Josie's dishes. Neither one will say whose idea the prickly pear soup was, but when pressed by Michelle, Josie admits it reminded her of Pepto-Bismol. Tom says, "Forget about just getting by. Did you think you were going to win with that dish?" Gail tasks Elia and Carlos on who made the drink; Carlos admits he did. Michelle says the juice tasted like it sat out for 24-48 hours and went bad. Tom says he doesn't understand why they didn't do one dish really well instead of three items where only one was good. Carlos says they felt they were all good, but Gail points out there was no connection between the three. Elia admits they weren't "married." Tom gets a little upset and says choices have to be made and if something's wrong, fix it or don't serve it. He sends them back to the kitchen.
The judges discuss the issues. Michelle says the first thing you learn as a chef is, if you're not proud of it, don't send it out. Gail says there are redeeming qualities about some dishes, but not others. Tom is disturbed no one will own up to the prickly pear soup. He says it's a competition and banding together isn't the right thing to do. With the chefs back before them, Tom says it's about choices, not just what you do, but what you choose not to do. He faults Mia and Betty's choice of presentation over flavor, says Carlos and Elia's choice of three items over one really good one was not a good choice, and then he says he doesn't know who is ultimately responsible for the choices of Marisa and Josie, but they had three hours to create something and they didn't even cook anything! Padma asks both Josie and Marisa to pack their knives and go.