The girls receive Applebottom 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 a dark-skinned doll to represent Fatima, Allison takes a jab at her by saying that Fatima 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 called “Intimates”.

At judging, Lauren shines for her awkwardness that translates into high fashion, and Marvita and Aimee are equally praised. Amis is called third to 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 cockiness. Dominique’s name is called and Allison is eliminated. Tyra then tells Dominique that she will receive a change in hair color.

• Bottom two: Allison Kuehn & Dominique Reighard
• Eliminated: Allison Kuehn
• Featured photographer: George Holz
• Special guests: Elle Macpherson, Steven Knoll, Brent Poer, Molly Stern, Sutan, Christian Marc
• CoverGirl of the Week: Claire Unabia

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