Comics on the West Coast compete in California to see who will move on to the Las Vegas competition. Ten finalists are chosen: Geoff Brown, Rob Cantrell, Tere Joyce, Ant, Ralphie May, Randi Kaplan, Lang Parker, Tess, Sean Kent, Dat Phan.

Comics on the East Coast perform at Caroline's Comedy Club, in New York. Celebrity talent scouts are stand up comedian Colin Quinn, Joy Behar from the View, and Caroline Rhea of the Caroline Rhea Show. The comics joke about such things as having a teenage daughter, shark shows, robbing local gas stations, French Canadians, illegal immigrants, etc. Finalists chosen to advance are Russ Meneve, Dave Mordal, Rich Vos, Cory Kahaney, Eddie Pepitone, John Preist, Jen Kirwin, Carmen Lynch, Craig Baldo, and Jessie Taylor. Some good ad-libs are made by John Preist, Rich Vos, and others. Caroline Rhea realizes that one comic pretty much stole her act, which is probably why she didn't make it to Vegas.

A visit from a contestant's lesbian lover divides the loft, and a formerly confident participant loses focus. Commercial director Loren Haynes is this week's guest judge.

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