Matt takes eight of the 15 survivors of the season opener to a fashion show, where they turn out to be the models (one gets the first kiss, and a rose). He takes the other seven to Las Vegas for an evening of partying and gambling at the Paris Las Vegas Hotel, where another rose is at stake. All of the women meet up for a very competitive cocktail party, and at the end of the hour, three of the 15 go home.

The nine remaining bachelorettes are falling hard for Matt. Six women are treated to a delightful afternoon of tennis and a proper English tea, but the date ends with one woman in tears. Matt experiences a slice of Americana, as he and Amanda go out for an evening of 1950s classic cars, burgers and fun on Santa Monica Pier. And the stakes are especially high on a special two-on-one home cooking date with Marshana and Holly; Matt must choose and give a rose to one woman, sending the other home immediately.