The girls drive to Make-up Designory. "Designory"? A hunched-over old orange man sits outside the building, writing on a clipboard. Michelle interviews that she hopes they teach her how to apply makeup, because she can do mascara, but that's it. In her field of work, however, her proficiency at tucking more than makes up for this. Also, she looks like a monster. The girls take their seats in a classroom, and in walks the aforementioned old orange man. He introduces himself (in a terrible Long Island accent) as Paul Thompson, Instructor, and also introduces his assistant. He says that the girls are going to attend a three-hour class. They all look confused and bored. He starts in about the benefits of a lip pencil, and then scolds Keenyah, who made a movement toward the person next to her. Then, all of a sudden, the old orange man's voice goes up about six registers and says, "Y'all better work it, girls," and snaps. Yes, it is the Dowager Jay Manuel. We see a before and after, and he is equal parts orange in both. Tiffany says she had no idea it was Mr. Jay, and would have expected Tyra before him. Oh, Jay and his clever disguises! For once he was wearing a shirt that hid his nipples, which is I think what really threw the girls off.
Jay introduces the real Paul Thompson, director of education at M.U.D., who is also responsible for Jay's makeover into an old dude. We flash back to Jay getting layers of latex applied to his face. Which, not such a departure for him. He says they did this to show the girls the transformative power of makeup. Kahlen says, "I think the reason that Mr. Jay dressed up is to show the rest of us that even though Michelle has scabies, she can still be beautiful." And then cracks up. And okay, that was pretty funny, even though she shouldn't be talking with that raggedy-ass weave falling off her head and all. Jay tells the girls each to pick a partner, and then asks them to define go-see. Keenyah defines it exactly and Jay says, "Okay, that's pretty close, good." Idiot. He says it's important for the girls to look natural when they walk in to see clients, and that the girls are to give each other "go-see" makeup in their pairs. We see tables of Cover Girl products, and Jay tells the girls to strive for "a clean, fresh, natural look." And also, easy, breezy, and beautiful. Jay leaves to get his makeup taken off, and the girls set to task. Jay tells us that the girls need to understand that, despite the volume of makeup they have access to, they must not look made up. Noelle thinks that she's good at making up her own face, but that it's difficult to do it to someone else. Which is why there is such a thing as cosmetology school, half-wit. Michelle is partnered with Lluvy and Tiffany, and feels bad because they have to hide her huge sores. And it's true that they should get some kind of extra credit points for that or something. Tiffany says that Michelle looks pretty. Which is a lie, but nice nonetheless. Michelle interviews that her face is falling off, and how can she be happy about that? Actually, if I had her face, I might not think it was such a bad thing.