The morning after the girls return from elimination, the Pussycat Dolls send the remaining eight a video message for their next competition. Afterwards, they get visited by Pussycat Dolls Kimberly Wyatt, who tells them how important persona in a group is. Robin then splits the eight girls into two groups of four for their next song and dance competition. Sisely, Chelsea, Jaime, and Melissa R. get Pat Benatar's Heartbreaker, and Anastacia, Melissa S. Mariela, and Asia get En Vogue's Free Your Mind.
The girls rehearse their routines with choreographer Mikey Minden and vocal coaches Eric Dawkins and John Beasley. But Sisely has trouble with her voice during rehearsals. During their work, the girls get another surprise. Robin gives the girls good news. They will all be getting makeovers from Robin's brother and hairstylist Jonathan Antin. These will help the girls discover their personas. Some of the girls are a bit nervous about the change, but when it is all done with, they are all excited. When the girls leave the salon, they get dropped off at a hot nightclub in Hollywood to show off their great new looks. They spend their time dining with Lil Kim, Pussycat Dolls' manager Jeff Haddad, Robin, and Mikey. After dinner, the girls head back to their loft to continue rehearsing their routines for the upcoming competition. But Chelsea is having trouble with her dancing, so Sisely tries to help.
The next morning, the girls are taken to Record Planet, which is Ron Fair's recording studio. Ron works with each girl individually while each does the chorus of Don't Cha. The eight girls learn that this is actually a challenge, and the girl that does the best will be safe at the upcoming elimination. Mariela, who has never sung in a recording studio before, hears herself perform and it brings her great joy. Robin and Ron reveal the winner of this challenge, naming Melissa S. the winner. The winner was chosen based on the character they showed while performing in studio. Robin and Ron compliment Mariela for her surprising talent, which makes her happy even though she didn't win. The girls then go back to their loft and continue rehearsal for their performance the following night.
Performance night finally comes and the girls go to The Pussycat Doll Lounge on the Sunset Strip. Group one, performing Free Your Mind, goes first. The judges were pretty impressed by their routine. Robin thought the girls worked very well together. Ron believed the vocals were lacking. And Lil Kim believed it was good, but could be added to. When group two, doing Heartbreaker, shows what they have been working on, the judges are not pleased with what they have seen. Robin saw struggle within the group, Ron didn't think it all clicked, and Kim did not think it fit Pat Benatar. As the judges are deciding who will go home, Sisely feels pressure and stress after the performance. Everyone believed she could pull this off perfectly. The time for elimination comes. Since the girls in Group one did the best, they are safe from elimination, meaning one of the girls from group two has to leave. After Sisely is told she will be staying, Jaime is told she will be hanging up her boa.