Tyra makes a surprise visit to the house to announce that the girls will be getting makeovers by beauty guru Frederic Fekkai. One girl has a meltdown over her new haircut but they all must use their new looks to compete in a fast-paced makeup challenge that is judged by Queen Latifah. One model returns to the house a sore loser and causes a fight that amps up the competition for a "hair wars" photo shoot. One model is eliminated. Special guests include Queen Latifah, photographer & guest judge Tracy Bayne, and hairstylist Frederic Fekkai.

The models learn to strike an extreme pose from a contortionist and are put to the test in a high fashion challenge with an extravagant prize. At the photo shoot, the girls turn into circus freaks, but its household gossip that leaves one girl in tears.