Francesco has the girls practice with each other, which both Anya and Whitney agree is fun. Whitney says it was very helpful to find out what the other girls' strengths and weaknesses are, and adds that it's nice to know it's hard to find a good picture of her competition. Dominique takes this opportunity to further annoy her competitors, telling Fatima that she looks fake when she poses. Fatima interviews that Dominique is only doing this to bring her down, and that's not how you talk to your model. There's a fine line between being competitive and being disrespectful, she says. Karma agrees, and Dominque falls backwards on her ass into a big pile of leaves.

Francesco leads the girls back to Paulina, who has to bring out Ann freaking Shoket again. Doesn't that bitch ever take a day off? Shoket is, of course, the editor-in-chief of Seventeen. She stands there listlessly as Paulina tells the girls that now they're going to get to shoot with a real model -- Paulina herself! Each girl will get five minutes with Paulina. It's a variation on the old classic "seven minutes in heaven," except that there are no closets in sight so the girls will have to drag Paulina under a bush. Shoket says that they'll be evaluating the girls on two things: 1) How well they work with their model and 2) How well their photos turn out. The winner will get 50 extra frames in the next photo shoot. That is a valuable prize for sure. Whitney sees this as a perfect opportunity to show the judges that she's not going to give up without a fight. She's going to make a woman out of Paulina if it kills her. Commercials.

When we return, Fatima has redoubled her efforts to win the challenge. She wants the 50 extra frames, because she really wants to rock the photo shoot. Paulina whips off her coat and the challenge begins! Fatima is up first. She shoots Paulina, and gives her some direction. Anya thinks that Fatima did a great job -- she was able to direct Paulina in a way that was professional and respectful. Paulina tells us that Fatima was very strong as a photographer. She was leading Paulina firmly by the hand, and Paulina wanted to take the trip with her. I guess she knows who's going to drive her home tonight.