The girls are ecstatic when Tyra announces it's time for makeovers, but of course tears are shed at the end results of the maneuver. Meanwhile, supermodel Susan Holmes stops by to guide the girls through a swimsuit-themed photo shootTyra joins the models over pizza, after which she announces that makeovers will commence the following day. Unlike most previous cycles, the girls are not aware of their new looks until after they are completed. Many of them love their new look, but Elina cries expressing that her look does not fit the image she has of herself. Afterwards, the girls are taken to Wal Mart for a CoverGirl makeup challenge in which they have to record a 30-second commercial without a script. Hannah's commercial is deemed the best, earning her a featured spot on the CoverGirl website and a $1000 Wal Mart gift card.

The girls takes part in a Sports Illustrated-style photo shoot featuring Susan Holmes swimwear. As some added pressure to the situation, Holmes herself is present for the shoot, and Jay Manuel holds back all critique and direction..