After getting a lesson in improvisation at the legendary comedy workshop The Groundlings, the models are challenged to successfully deliver a mostly-improvised CoverGirl commercial, and one lucky girl, whose improv skills are superior, wins a guest starring role on "Veronica Mars" .

After getting a lesson about the ugly side of modeling, the participants are tested on their ability to handle harsh criticisms, and one model must face a difficult surgical procedure, while two lucky models receive special visitors from home.