The president of Wilhelmina Models, Sean Patterson, gives the aspiring models a rude awakening with some real world advice. Meanwhile, the girls get one-on-one time with Tyra, as she teaches them to "smile with their eyes." This week's photo shoot takes the girls to Santa Anita Race Track where they give Lady Godiva a run for her money. This week's guest judge is "The Hills" star and clothing designer, Lauren Conrad.

The girls must work extra hard to stand out, literally, when Tyra wraps them up in vibrant fabrics and photographs them during this week's photo challenge. This week's guest judge is supermodel China Chow, a famous petite model.