Then it's time to look at Ann's runway walk. Nigel tells her that she's really improved, and that it's fun to watch her. However, her crazy eyes were bulging out of her head. Tyra agrees that it was a little "zombie." Jay wanted Ann to own her walk, which is a little different and will never be cookie cutter. She needs to believe in it, which clearly hasn't happened yet. Roberto Cavalli says, "I felt that you... was really a little bit hard. It was, I don't know how to say, scared." That is Italian for "whack." ALT would give Ann a B-. He does think that she managed well with the fabulous fringed shoes. In this case I think "managed well" means "didn't fall, thank God."

The judges next look at the Cover Girl commercial. It's so dumb. ALT says that he was engaged by both girls as they were walking down the street and being huge cheeseballs. He thinks that Ann's voice could use some work, but her smile was wonderful. Jay was very impressed at how both girls fed off of each others' energy. Nigel tells Chelsey that she's a natural smiler, and it shows. She managed to maintain a smile on her face at all times. Tyra tells the girls that they were too realistic, and didn't put enough focus on the product. They're selling makeup, not gelato. Roberto agrees. I have to say that, given the fact that they didn't come up with the concept of the commercial, I can't see how this is their fault. Maybe Tyra's giving Jay his passive aggressive annual evaluation. Jay accepts his beatings, saying that at the end of the day the girls are model-actresses, not actresses trying to be models.

The judges then look at the Cover Girl photos. Chelsey's is very strong, and Nigel says there's a lot of power in the eyes. Tyra agrees that the photo is stunning. Chelsey really did pick a good moment to step it up and not look like a drag queen. Tyra says that Chelsey was an actress in the face, but still held on to the model. She also loves Chelsey's freckles, which make her interesting and special. Jay points out that the photographer said that shooting Chelsey was a joy. Roberto says that Chelsey is beautiful, and everybody knows she's beautiful, but there's not enough focus on the product. He adds that it's too beautiful. ALT agrees and says it makes you wonder what is the product. Tyra maintains that she loves the photo, particularly the danger in it. Cover Girl is getting a bit more edgy, and Chelsey is fitting into where the brand is going.