Quickfire Challenge: Create a sophisticated dish by choosing three ingredients from a conveyer belt. Guest judge is Eric Ripert. They can wait as long as they want to choose their ingredients, but it means they will have less time to cook. Some people grab ingredients right off, while others just start cooking something basic and wait for ingredients to incorporate. Turns out the ingredients don't really matter since Chris gets lobster and foie gras and still ends up in the bottom. Bev screws up and one of her ingredients doesn't make it on the plate, so she can't win, but Padma and Eric tell her that she would have won if it had. So the second place dish but also the winner belongs to Lindsay, who made a bouillabaisse.

Elimination Challenge: Create a seven course Gothic feast fit for an evil queen, portrayed by Charlize Theron, who will be the guest judge because she's playing the evil queen in a new Snow White movie. Here are the dishes:

Ed: tuna tartare with black garlic ponzu and Asian pear vinaigrette. He plates it with the darker sauce on one side and the lighter sauce on the other to signify good and evil. The judges love everything about his dish, including the fried fish scales he put on top.

Paul: foie gras with bacon, pumpernickel, pickled cherries, and beets. He puts all of the food along the edge of the plate to make an "enchanted forest" and then puts a big bloody handprint in the middle of the plate. Emeril is shocked that the elements came together, because it could have gone horribly wrong, and everyone loves the dish. This is a lovefest so far.

Beverly: seared halibut with red curry coulis and forbidden black rice. Her story is that the halibut is Snow White, and she's prevailing over evil, represented by the red and black. The judges think the fish is cooked perfectly and, once again, have nothing bad to say.

Lindsay: seared scallop over "Witch's stew" and dragon beans. The judges all love how well the scallop is cooked, and Tom can't get over how good the stew is.

Sarah: amarone risotto with lamb heart. Because it was cooked in wine, the risotto is red. The judges like the flavors, although they aren't quite as effusive as they were about some of the other dishes.

Grayson: black chicken with roasted, pickled beets, quail eggs, and foie gras. Her dish looks like a slaughterhouse, between the whole chicken with head left on and pieces of beets that kind of look like entrails. The judges love the presentation, and also think the flavors are good.

Chris: poisoned apple and cherry pie. He froze an apple and used Gummi worms and rice crispies to represent worms and maggots. And then there is cherry pie inside so that when you cut it open, it looks like guts. It's actually pretty cool. The good new for Chris is that the judges think the flavors are good too, and Tom is giddy over the presentation.

The judges agree that this has been their best meal of the season, and it's going to come down to small glitches in determining who goes home. The winner for the night is Paul. I'm really surprised because some of the other dishes seemed more impressive and technically difficult.

The bottom three are Sarah, Beverly, and Grayson. Padma admits that they all did well. Sarah's risotto was slightly undercooked with too much cheese. Beverly didn't get super creative, and her sauce was a bit too sticky. Grayson got really creative, but some of her elements didn't quite fit in. And the cheftestant who is eliminated is…Beverly. Whew. I mean, she's a weirdo and she couldn't even make the weirdest dish? And all of her food was pretty same-y. Very well done, for the most part, but same-y.