This episode featured the eleven remaining contestants practicing the runway. Like contestants from past cycles, several girls tripped or fell during the challenge and during an impromptu Vivienne Westwood style runway challenge at judging. The girls had to do a runway with cockroaches for Jared Gold's spring collection. Gina was very afraid to do the challenge and with Jade knowing this she tried to tell Gina to kiss it making Gina afraid and screeching. Jade Cole was praised for kissing the roach at the end of the runway. For the photoshoot, the girls had to take a photo while falling and were posed as a character from a popular fairy tale.

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" .