The girls visit a special effects production house where their challenge is to bring a video game character to life. The winner gets to create her own signature taunt that will be featured in Naughty Dog Production's "Uncharted 3" video game. Then, the girls step back in time at an old train museum for a steam punk photo shoot, where they mix Victorian fashion with 19th century mechanics and a temperamental co-star.. a live owl!.

The girls race against the clock as they meet with various fashion designers for a chance to book actual modeling jobs. The designers, who include Guess, Whitney Port, Charlotte Ronson, American Rag, Cecilia Cassini, and Lulu Guinness, can only book one girl, but each girl can book with more than one designer. The winner is the girl who books the most jobs. Then, the young ladies are hauled off to prison where they are made up as fifties-retro bad girls for a mug shot photo shoot with celebrity photographer Cobra Snake. At the end of the episode, Tyra brings back the eliminated contestants and reveals that one of them is about to re-enter the competition.