Rachael Ray sets out for America's heartland and finds herself in Milwaukee, WI, just itching to spend her $40 she's got burning in her wallet. It's breakfast at Katie's, a funky fifties-style diner, lunch at The Safehouse, and dinner at Three Brothers.

The desert sun of Tucson, AZ is almost as hot as the $40 burning a hole in Rachael Ray's pocket. Rachael starts with breakfast at the Cup Café, lunch at Café Poca Cosa, and dinner at The Dish.

Rachael Ray toddles into the Windy City of Chicago with a farmer-sized appetite and just $40. She hits Kitsch 'n on Roscoe for breakfast, and Back Stage Bistro for lunch. For dinner she tries Greek Islands, a Greek family restaurant. The evening ends at Navy Pier with macadamia popcorn.