Fresh off Lulu's elimination, the girls return to the house. Kara is thrilled to see her photo on display. Brittany conveys her disappointment of being in the bottom two to the other girls and expresses her desire to never have to deal with that kind of stress again. Meanwhile, Ashley is saddened by her friend Lulu's departure. The letter Lulu left for Ashley keeps her motivated to continue doing well in the competition. Bianca is excited about finally not being in the bottom two and feels like she is finally progressing in the competition.
Tyra mail arrives with the message: "Sometimes you only have a minute to make a second impression." The girls arrive at a warehouse where they meet make-up artist Sam Fine. He stresses to the girls how important it is to know how do your own make-up. He teaches the girls how to create a 'smokey-eye.' Sam tells the girls the only four types of make-up one needs are concelear, bronzer, mascara, and gloss. He then proceeds to have one-on-one sessions with each of the girls.
After there meeting with Sam Fin, the girls arrive at a local Walmart where they see judge Nigel Barker and his wife, Cover-girl representative, Crissy Barker. Crissy tells the girls they will be racing through the 'One-Stop Shop Cover-girl Challenge.' Nigel goes on to tell them the rules. They will be racing through Walmart to four different departments to create the model-basic look that is perfect for go-sees. The four different departments the girls must go to are: clothes, shoes, make-up, and then the comp cart where there picture will be waiting for them. Once they have completed all-steps they must race to the finish line. But wait...there is a catch! At each station there are fewer items then there are girls. So at each station different girls will be eliminated. Only the first 3 girls to make it to the finish line will be judge. The girl with the best overall look will win a photo on the Cover-girl page at walmart.com and a $1000 gift card to Walmart provided by Cover-girl.
The first stop in the race is the clothing station, only 8 sets of clothing are available. Being too slow at the beginning caused Laura and Kara to be amoung the first eliminated. As the girls head to second station Erin becomes overly aggressive and grabs and pulls at Sundai's arm while she is running. Ashley also takes notice of her overly aggressive behavior as she pushes and shoves around her. When the girls arrive at the second stop, which is the shoe station, Jennifer and Nicole are eliminated. Brittany has trouble getting her shoes on and doesnt make it to third stop, which is the make-up station in time. Rae is also eliminated there. Bianca, Ashley, Sundai and Erin are all given a total of three minutes to do there make-up before they head to the photo station. After there three minutes are up they head to the photo station, but none of the girls are able to find the pictures. Once Erin discovers them she grabs a stack of pictures, including Ashleys picture, and keeps her picture instead of giving it to her, so Ashley is the last girl eliminated. Bianca, Sundai and Erin are the final three girls to be judge by Nigel and Crissy. The girl with the best look will win. After there critiques Nigel and Crissy select there winner...Sundai! Sundai jumps up and down and is thrilled to have won her first challenge.
When the girls arrive back to the house Ashley complains about Erin's dirty game play during the challenge. Erin defends herself saying it was just a race and the girls need to calm down.
The next set of Tyra mail arrives with the message: "Tomorrow you will have to wrap your head around this competition."
While on the way to the photoshoot the girls are again moaning about there 'injuries' from the Walmart competition. Bianca tells Erin she was playing dirty and should apologize for being so aggressive. Erin apologizes, but expresses how she feels like it isn't a genuine apology. She again sticks up for herself saying she can't help that she is competing.
When the girls first arrive at the photoshoot they find a person wrapped up with a little tag that says 'pull here.' Laura starts unwrapping the person and soon they realize it is Tyra! Jay and Tyra tell the girls that Tyra will be there photographer for the day. They tell the girls they will be doing beauty shots and that they all will be wearing scarfs on there heads. Jay then reveals there will be a new twist today. Tyra tells the girls that the girl with the strongest photo will be determined today at the shoot and that girl will be safe for the week. All the girls are both nervous and excited for this revelation. Tyra also reveals there will be an extra prize as well at the end of the photo shoot.
First up is Laura. She has a tough time at the start not being able to control her lips. Once Tyra puts some wind on her, though, she comes alive in her photos. Next up is Sundai. Sundai is a little stiff at the beginning, but once she starts relaxing her lips her shots became much softer. After Sundai was Jennifer. Jennifer is lying on the floor for her shot and gets the desire to scream for her pictures. Tyra and Jay laugh at her saying she is looking and sounding a little horny. Tyra was, however, impressed the emotion she committed. Next up is Brittany. Her face is covered by a scarf so she feels a little nervous at the beginning, but has no problems impressing both Tyra and Jay. Jay tells her it is by far her best shoot so far. Bianca is up next. She once again wants to focus on Jesus during her shoot so she can make a softer face. Her body movement is wonderful during the shoot, but she cannot seem to relax her face. Next is Rae. Rae decides to focus on her daughter during the shoot and delivers some very angelic pictures. She is so happy after the shoot she starts crying. Kara is the next girl up. While she has a beautiful face she doesn't seem to know two work it. After Kara is Erin. Erin has no problems at all taking photos during the shoot, but doesn't seem to have much of a personality. Nicole is up next. She takes beautiful shots with her face and body movement, but has trouble controlling her hands. Last up is Ashley. Initially Tyra is not happy with the outfit Ashley has on, so they do an outfit change. Ashley is changed into a tighter head scarf and Tyra is still not happy with the shot, so she begins thinking it might not be the outfit, but instead Ashley. They try one more change and put a scarf over her face and finally are able to get the shot they are looking for.
Tyra and Jay gather the girls and reveal to them the winner with the best photo of the day. The winning photo goes to...Brittany! The other girls are clearly disappointed it was not there name that was called. Tyra tells Brittany the second half of her prize is doing a photoshoot for tyrabanks.com with two male models that Tyra discovered named, Juan Munoz Hurtado and Gene Williamson. Brittany immediately begins the photoshoot. Bianca and Erin complain about having to watch Brittany do the photoshoot and her continuously winning.
Back at the house the girls receive their final Tyra mail with the message: "Tomorrow you will meet with the judges only nine will continue on in the hope of becoming America's next top model.
Bianca feels like she will be somewhere in the top and there is no way she will be eliminated. Ashley is worried for judging because of all the problems she had at the photoshoot, she really does not want to go home.
At the judging panal Tyra introduces the girls to guest judge China Chow, a petite supermodel. Because of winning the prize at the photoshoot Brittany receives her picture at the start of the panal. Good reviews went to Brittany, Erin, Laura, Rae, Nicole, Sundai, and Jennifer. Bad reviews went to Ashley and Bianca. Mixed reviews went to Kara. After the judges deliberated the first girl to get her photo was not surprisingly Brittany! Following her was Jennifer, Rae, Nicole, Erin, Laura, Sundai, and Kara all followed after deliberations were over. This left Ashley and Bianca as the bottom two. Bianca was chastised for being so hard and stiff in the face in photoshoot. Ashley was chastised for how difficult it was to shoot her this week, what with all of the clothing changes. In the end, the final photo went to . . . Ashley.
This left Bianca as the fifth girl eliminated.
Nine girls remain. Who'll be eliminated next week?