Adrianne has a smoke with Elyse in the girl's bathroom discussing the previous night's elimination. They talk about how surprised they are that Katie was the one eliminated and about how Tyra asked if Adrianne was even present during the catwalk run. Elyse thinks Adrianne is taking the competition too seriously which Adrianne admits to because she has money issues. A few of the other girls oogle Nicole's boyfriend, a pro BMXer named Cory.
Later that day, Tyra introduces the girls to Jay Manuel, a professional makeup artist. Tyra tells the girls they will be getting makeovers, and none of them will look the same as they walked in. Some of the girls are not happy about getting makeovers, in particular Nicole who didn't like her hair being straightened because she spent $1,500 back home on extensions. Robin also was depressed at her makeover because she was going to get lighter hair.
Hair, There, Everywhere
Robin was tense when the hair team got to work, especially when her extensions were removed, showing the girls it wasn't her actual hair. Adrianne says she's probably the only girl happy with having the makeover team go to town with her hair. Adrianne also notes the other girl's reactions, especially how much Giselle whined, moaned, and cried as layers were applied to her. In a chair nearby, Ebony is frustrated that her stylist isn't able to trim her hair properly and exclaims she will be growing it back out. When all of the hair transformations are complete, Jay brings out bags of Revlon makeup to teach the girls how to properly apply.
Ranting and Raving
That night, a lot of the girls express their complaints about their makeovers. Ebony is very upset with how her hair was trimmed, and Robin claims she looks like an albino prostitute. Nicole couldn't worry about her hair for long because her boyfriend, Cory, still didn't return her many phonecalls. The next morning, Jay arrives with bags of Revlon makeup and tells them that Derek Khan, fashion maven, would take them shopping to teach them ways to look good. After that would be a competition, where the girls would have to turn their makeup from day into night. The winner would attend an important event with Jay and Tyra. While the girls were shopping, a lot of the girls became surprised when Robin laid down around $800 dollars for a pair of boots. Robin later claims that feet are important and they must always look good.
After the shopping, the girls had to do their challenge, and they slightly panicked when told they only had 10 minutes. When time ran out, Jay had few positive comments for the girls but he announced that Elyse was the winner. She was then told she could bring 3 other girls with her and she chose Adrianne and Nicole because they allowed her to borrow their makeup. Since Elyse couldn't decide on a 3rd party, she asked a question and when Robin got it, she picked her. To everyone's surprise, Nicole rejected the invitation saying she would rather stay at the loft because she didn't feel well. Irritated, Jay asks what does she plan to do if she's cut. Perturbed, Nicole is defiant and still backs out.
Night in India
The 3 girls, Tyra, and Jay meet up with Derek Khan at the New India House. Even though they are nervous, the girls do a quick show of designer Anand Jon's fashions. Two guests noted that Elyse would be a perfect runway model, another said that Robin would be suitable as a spokesmodel, and another said that Adrianne would look well in print. Back at the loft, Nicole puts herself in an isolation room to speak to her boyfriend Cory. They fight with Nicole saying Cory is being unsupportive of her and her dream. Cory admits using reverse psychology, saying he didn't return her calls to make her want him more. Nicole is devastated and asks Cory if he wants her to drop out in which Cory replies he doesn't know.
As the sun rose over New York for yet another day, the girl's trainer Jon returns to give the girls an early morning workout. Jon loves Adrianne's drive, and later scolds Robin because she attempts to sneak in late. Later, Tyra and Jay take the girls to Pier 59 Studios to take their next set of photographs. Jay explains to the girls how they will be doing edgy beauty shots. After the girls are all done up in extreme makeup and hair, they are introduced to their modeling costars: snakes!
Nicole and Robin quickly tear up in fear but Giselle and Adrianne express their enthusiasm. When it's Robin's turn to have her photo taken, she squirms and squeals continuously as the snake wrangler places a small red snake around her neck. Adrianne gets a dramatic look called the Mask of Zorro, and probably one of the larger snakes in the bunch. John Ward, the photographer is very impressed and says he would probably book Adrianne out of all the girls. When the girls returned to the loft, they recieved Tyra mail notifying them of yet another elimination.
The next morning, Adrianne awakens feeling very sick. Shivering and crying in the bathroom, she's taken to the hospital while the girls prepare for elimination. Tyra says that if Adrianne isn't present for elimination, she will be automatically eliminated. Adrianne is diagnosed with food poisoning, and even though she's still ill, she is determined to get back to the elimination ceremony. Elyse isn't surprised at Adrianne making it, saying she's a 'tough broad'. The judging starts, and Jay Manuel is present as the guest judge. Jay explains another contest where the girls would have to achieve a certain look. During individual evaluation, the judges are very impressed with Adrianne's courage and they also adore her beauty shot.
The judges don't like Kesse's look for the mini-contest and they also feel she looks stiff in her photograph. When it's Nicole's turn, Kimora thinks she should have done more with her makeup, and Tyra adds that it was hard to choose a photo for her because her eyes were so lifeless in most of them. Next is Elyse, who went conservative with her makeup. Everyone loved her photo though, and Elyse thinks she looks sexier in it than in her previous bathing suit ones. When it's Shannon's turn up to bat, Jay mentions her intense look and Janice loves her attitude. When Giselle appeared, Tyra stated she didn't like her makeup, but loved her photograph and that she would put it up in her house as artwork. Last was Ebony, and her makeup didn't impress any of the judges. Tyra also mentioned that her photo was the hardest one to retouch. Finally, the deliberations begin and Adrianne, Elyse, and Shannon all get high marks. Ultimately, the judges reach a decision.
The girls file into the room once more for the results. One by one, Tyra hands out the photos of the girls who have survived the 3rd cut. First is Shannon followed by Kesse and Elyse. When Tyra hands Giselle her photo, she gives her a warning about her lack of self-confidence. Ebony and Nicole are the two girls remaining with a photograph. Tyra hands the very last photo to... Ebony. Nicole simply nods and turns to say goodbye to her friends. Nicole states that there is a relief to go home, and it's probably just to be with her boyfriend, Cory.