The designers wake up to find New Balance clothing set out to for them and are instructed to put in on and meet Heidi and Tim at a track and field center to hear about the latest challenge. There they learn they will be competing in teams to design a piece inspired by Heidi Klum for New Balance sneakers but in order to be crowned team captain, they must win a different kind of race--on foot! Model Erin Wasson serves as guest judge.

To the delight of the designers, the HP Create Your Own Fabric Challenge is back -- with a twist! With the use of an HP Touchsmart, designers will work in two teams of five to create a cohesive collection. Armed with HP video cameras, they head out into the city to tell the story of what truly inspires them.