The ladies are excited when Tyra reveals it's time for makeovers. Hair is cut and tears are shed when the girls?see their new looks for the first time. The?models head to Malibu for a?swimsuit?shoot with supermodel & designer?Susan Holmes. After the judges deliberate, one girl is sent packing.

The contestants are thrilled when Paulina shows up to show them how to model unflattering clothing with style. Jay takes the girls to a new level when he asks them to pose as Los Angeles' "natural" disasters including an earthquake, tidal wave, heat wave and a traffic jam.