After a shocking elimination, the designers realize they need to step it up to impress the judges. For the challenge, they do some "sole-searching" in the Marie Claire shoe closet and create a look based solely on the shoe they picked. Marie Claire's Editor-in-chief Anne Fulenwider and Big Bang Theory Actress Kaley Cuoco guest judge.

For the challenge, the designers must create a vibrant look for a modern southern woman/Belk shopper. The winning design will be sold in both Belk stores and on the Belk website. Judges will be joined by John Thomas and Stacy Keibler.