The ten young women are judged based on their ability to tap into their emotions when they do a scene from the WB's hit drama ""Smallville"" opposite actor Adam LaVorgna, at the famous Bronson Caves in Griffith Park. After critiquing their screen tests, the judges elimenate two actresses.

The eight remaining aspiring actresses are put through a passion and seduction training session to prepare for a love scene. After rehearsing with guys, the girls learn that they actually have to perform the lesbian scene from ""Fastlane"" which originally starred Jaime Pressly and Tiffani Thiessen. Even after Jaime Pressly arrives and gives the girls a pep talk, they are still nervous and one girl comes close to quitting. After critiquing their screen tests, the panel of judges eliminate two actresses.

The six remaining aspiring actresses are given commercial training and compete for the chance to star in a website advertisement for Garnier Fructis Style Surf Hair. One lucky girl is also awarded the opportunity to attend the ""Ocean's Twelve"" premiere and walk the red carpet with soap star Matt Cedeno. After critiquing the commercial screen tests, the panel of judges eliminate one more actress.

The four remaining aspiring actresses' comedy skills are tested when they are asked to perform a scene from ""Friends"" at the famous Hollywood comedy club, The Comedy Store, in front of a live audience. The panel of judges surprise the women by showing up at the club to watch their performances, critique them and eliminate one more actress.

The final three actresses are asked to do a cold reading for the casting directors from ""One Tree Hill"" and the reviews of their performances are given to the judges. All three of the women are fitted for dresses by renowned designer Pamela Dennis for an emotional monologue scene from ""One Tree Hill."" Their final critique takes place in front of the judges at the Orpheum Theater, where Judy Garland once performed. The winner will appear on ""One Tree Hill,"" and receive a one-year management contract and a talent deal with Warner Bros.