The next morning, Jael checks her messages. A man's voice tells her to call him right away, because someone (the name is bleeped out) has passed away. When Jael talks to her caller, she learns that her very close friend has overdosed. She is quite upset. Brittany sits with her for a minute, and then they go outside, where other girls eventually come to find out what's happened. It's pretty sad. Jael interviews that she'd rather not be dealing with this crisis in her life, but says that modeling is a good distraction for her right now. If past seasons are any indication, the next photo shoot will probably involve Jael snorting coke off a tombstone or something.

The girls head to beautiful Descanso Gardens. It is a lovely sunny day. Brittany is complaining about having a stomach bug. She starts crying again. She interviews that she felt really ill and was "sort of having some digestive issues." That kind of vague language can only mean one thing: an ass-burning case of the shits. She says that she was throwing up, too. Yeesh. Renee asks her if she's just going to take rest for the day and sleep in the limo or something. Jael leans over and tells Brittany that if she participates because she wants to, she'll be fine. Renee says that Brittany might want to think about what she's doing. Renee is so evil, man. Jael is having none of it, and tells Brittany to pull it together. They're like little against-type angels and devils on Brittany's shoulders.

The girls meet Roxanna Floyd, Cover Girl makeup artist, and Carissa Rosenberg, the entertainment director of Seventeen. They tell the girls that they are, indeed, there for a makeup challenge with Cover Girl's spring line, and that the winner of the challenge, plus two friends, will get a spread in Seventeen. The girls are duly excited. They also all get to put on pretty spring dresses, courtesy of the magazine before the challenge commences. For most of the girls, this is no problem, but Whitney and Diana have some trouble finding garments that fit. Diana says that it's difficult to be a plus-sized girl in a competition full of skinnies. When they do challenges, the clothes are usually sample size, so she's always worried what she'll do if she can't find something that fits. Eventually, though, both girls seem to find something that works. The girls have ten minutes to create a clean, colorful look using tables of products that have been spread out among the gardens. It is minor bedlam. Jaslene goes on for a bit about how awesome the Cover Girl eyeshadow was, while Brittany pushes through the sickness and maybe hurls in the petunias as she runs from table to table. Cassandra takes an extra second to put on more eyeshadow -- to her detriment, because she winds up being late to the finish line and is disqualified. It's too bad, because her makeup looks good. She says that she's really upset, because she knows she had a chance at winning. Eh -- be faster, then.