The American women start to break down while the British rally together. One of the women feels defeated and considers leaving the competition. At the challenge, the models are asked to create their own television commercial. During the photo shoot, the women model British couture hats while posing in vintage American cars. Kelly Cutrone and Nigel Barker join J. Alexander and Tyra Banks on the judges' panel for elimination.

The women are mentored by "America's Next Top Model All-Star" winner Lisa D' Amato as they are divided into teams to create and record music videos. One model in particular has a tough time catching on to the choreography. At the video shoot, former Pussycat Doll Jessica Sutta and Girls Aloud singer Nadine Coyle are brought in to offer their expertise. Kelly Cutrone and Nigel Barker join guest judges Jessica Sutta and Nadine Coyle as well as Tyra Banks on the judges' panel for elimination.