In this episode, the twelve remaining contestants received makeovers. During the makeover process, Jay spoke with each of the girls to establish a name for their individual style, which they later had to attempt to embody in a clothing challenge. For the photo shoot, the girls posed with ice sculptures.

The models face a unique challenge when they work as teams to write, direct and perform a commercial for a new line of CoverGirl cosmetics, all while dealing with emotional tension that leads one of the models to read the diary of another model. At the Los Angeles Zoo, the models wear a new line of faux fur clothes by stylist Rachel Zoe and pose with wild animals. Rachel Zoe also joins the judges panel to decide which girl will be eliminated.