The girls receive Applebottom apparel that come in white purses. After Fatima tells Allison that her body in general is larger than hers, Allison gets offended, especially because she has had a struggle with anorexia. The girls are taken to Wal-Mart for a CoverGirl make up challenge, which Claire wins. Back at the house, Allison plays with dolls to represent the incident between herself and Fatima. Using a dark-skinned doll to represent Fatima, Allison takes a jab at her by saying that Fatima's butt is big and is a "black girl who takes it from the back."
Later, it is makeover time. To mimic a true agency, Tyra doesn't tell the girls their makeovers. Fatima's weave comes with a lot of pain, but she ends up loving it. There is general satisfaction among the other girls as well.
The photo shoot is on a yacht with the Brooklyn Bridge in the background. They meet Elle Macpherson and model her line of lingerie c
alled "Intimates".
At judging, Lauren shines for her awkwardness that translates into high fashion, and Marvita and Aimee are equally praised. Amis is called third last for not taking direction well. Dominique and Allison, however, are in the bottom two, Dominique for her soccer mom look and Allison for her conceited attitude and lackluster photographs. Dominique's name is called and a bawling Allison is eliminated. Tyra then tells Dominique that she will receive a change in hair color.
