Jay yells go, and the girls rush to the makeup table. They grab lots of stuff, and then crowd into the elevator. Except for Megg, who doesn't even make it on. Disqualified on the first floor! You have to be kind of a dumb-ass to let that happen. The other girls go to the next floor while putting on makeup. Some of them have whipped off some clothes already. They next get to the fifth floor, where a rack of hideous prom dresses awaits them. They have thirty seconds to get back on the elevator. Everyone makes it. On the fifteenth floor, it's time to get some shoes and accessories. Jay yells that the shoes and accessories have to be on, and not carried. Again, they get thirty seconds. And you know who misses the elevator this time? Monique! Yes! The only thing sweeter would have been if she had stuck her arm in the closing doors only to realize a moment too late that they had been fitted with spinning metal blades. Melrose says that as soon as they noticed Monique didn't make it, they all feared for their lives.

The girls arrive on the thirty-first floor, where they will meet with a Cover Girl executive...who is Queen Latifah! Hey, Queen. The Queen says that the girls had to do their own makeup today, but when they get to baller status (HA!) like her, they get to have their own makeup artist. She introduces her alleged makeup artist, Roxanna Floyd. Queen asks the girls to explain their young queen looks. I would love it if someone said, "I tried to look like you did back when you were only a baby dyke." But rather, Michelle says that a young queen should look good both with and without makeup, and basically admits that she didn't know what she was doing. Queen tells her to have confidence, and that will carry her far. Melrose looks like a crack whore. Queen merely insults her shoes. Caridee -- who looks like a crazy homeless person -- says that she was going for a beach queen look. Queen says that she looks "'60s." I think she means that Caridee, who has the weirdest do-rag on her head, looks like she's IN her sixties. A.J. gets weirdly faux-perky and says that a young queen should look fresh, confident, and regal. Queen Latifah wishes that A.J. had worn some more damn makeup. Eugena talks about being a woman of color, and how it's hard to wear colorful shadow, unless you're using the Queen collection. I'm not crazy about Eugena, but I have to give it to her for working that angle. Queen Latifah loves the fact that Brooke has a clue. Brooke plays up the prom queen aspect, which the Queen enjoys. Queen Latifah wants Anchal to let her personality out so that they can share it with her. Yeah, I'm sure all that Queen Latifah wants to share is Anchal's "personality." Megan says something about going to the movies with her crazy hair. Queen Latifah thinks that Megan has gorgeous lips, and wishes she would have used more product on them. Amanda says something about hiding blemishes, and Queen commends her knowledge of the product. Jaeda says that she went natural, and Queen Latifah seems to like what she did.