Noah visits the Kentucky Derby Festival in Louisville, Kentucky for "Kentucky Hot Brown Pizza", Pumpkin Funnel Cake drizzled with cream cheese icing, "Ozark Fries" topped with smoked pork, baked beans, coleslaw, cheddar cheese and barbecue sauce; and Fried Cookie Dough. Next, he arrives at the South Texas State Fair in Beaumont, Texas to try "The Swamp Thing", a roast beef and crawfish étouffée sandwich on a fried baguette; "Randy's Beignets"; and "Hush Kitties", hush puppy-battered catfish on a stick.