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The newest round of contestants are greeted by a rooftop pool party hosted by Sean Astin, who will also be the judge for their very first Foundation Challenge. As McKenzie welcomes them, she tells them that the winner of this challenge, in which they must use one element from the party decor in the creation of a brand-new character, will have immunity in the Spotlight Challenge. Contestants grab flowers, pretzels, napkins, and build unique creations. The winner of the challenge is Eric, but a close runner-up was his twin brother, Derek.
After settling in to the loft, they're paired off and introduced to the Spotlight Challenge: To build a creation that would fit in a modern interpretation of the famous cantina scene from Star Wars. Laura and Sarah are partners and both huge Star Wars fans, so they're thrilled to bring a character to life. She's a bounty hunter from Tattouine, with a breathing apparatus that allows her to live on a desert planet. Joe and Tommy don't work as well together, and conflict soon arises.
Alana and Nicole are very inexperienced, know virtually nothing about Star Wars, and land on a very ambitious creation with a huge cowl that could be extremely difficult to remove from the mold. Midway through the first day, Rod sees them struggling and comes over to help. He continues to give them moral support throughout the challenge.
Rod and Roy decide to build an alien so tiny that he needs a giant robot exoskeleton to help him move, and when it comes to judging time, the panel sees how well the pair worked together and chooses their ambitious, detailed character as one of their top picks. Also in the top are Laura and Sarah, whose work the judges site as some of the cleanest in all three seasons of Face Off.
In the bottom are C.C. and Derek, who intended to have a soulful, jazzy sax player, but came out with a menacing demon. The judges are also not kind to Joe and Tommy's creation. As the contestants are backstage waiting for the results, Joe gets up and leaves - everyone is stunned. As they file onstage, McKenzie announces that Joe has removed himself from the competition, and no one else will be leaving this week. C.C., Derek, and Tommy slink offstage in relief.
The four top contenders - Rod, Roy, Laura, and Sarah - listen as the judges tell them what a difficult decision this was. Ultimately, they reward the imagination of Roy and Rod, and when they go on to say that Rod is the overall winner, he is so humble that his elevation above the other artists barely registers. He is happy just to hear the kind, sincere words of the judges.