It's makeover time, and the models are in for drastic change. However, one model breaks down when she is told that she will get all her hair cut off. Meanwhile, the week's challenges include participating in a runway competition and a "pose-off" in a jungle photo shoot.

The girls are taught how to do their own make-up by Sam Fine and each girl is given individual tips. Later they meet Nigel and Crissy Barker for a CoverGirl challenge, where they have to race and do their own styling and make-up through various sessions, with the last girls eliminated at each session.