The girls receive Apple Bottoms apparel that come in white purses. Allison gets offended when Fatima tells her that she has a larger body than hers, and Allison reveals her past struggles with anorexia. The girls are taken to Wal-Mart for a CoverGirl make up challenge, which Claire wins. Back at the house, Allison uses dolls to represent the earlier incident between herself and Fatima. Using an African American doll to represent Fatima, Allison takes a jab at her by saying that Fatima "likes to take it from the back because she's black"

Later, the girls receive their makeovers. To mimic a true agency, Tyra doesn't tell the girls their makeovers. Fatima's new weave comes with a lot of pain, but she ends up loving it. There is general satisfaction among the other girls as well, except for Stacy Ann, who wished for Naomi Campbell's long hair.

The photo shoot takes place on a yacht with the Brooklyn Bridge in the background. They meet Elle Macpherson and model her line of lingerie called "Intimates".