At a Beverly Hills salon, Tyra, Jay Manuel, J. Alexander and celebrity hairstylist Neeko transform the models with unbelievable makeovers; one model's makeover changes twice while another's new look is painful. Later, a call from home devastates one of the girls and a nude candy-coated photo shoot leaves one model very nervous.

The girls get a tough lesson about what to wear and what not to wear by two fashion mavens. Next, the models must work in groups to create a department store display using themselves as mannequins. One model takes the advice of her teammates, but later takes all the credit for it. At the photo shoot, the girls must transcend their gender by posing as men alongside male models who pose as women. One model shocks everyone as she transforms into her male character. The judges send one model home.