Backstage, the girls have fine Cover Girl makeup applied to them by a team of professionals as they try to memorize their lines. Kahlen interviews that she's normally very nervous going into shoots, and doesn't want to be sent home because of her confidence. And I'm pretty sure that this exact interview bit was used in another episode. Cut to Keenyah backstage, saying that if a model has a lot of confidence and stands up for herself, it doesn't matter how people treat her. Oh, so then I guess it's okay if I continue to call her fat. Keenyah interviews that what gives her the edge over Kahlen and Keenyah is that, personality-wise, she'd be a great representative for "anything that's out in the modeling industry." Well, she would if she hadn't been edited to be such a jerk. Mathu tells Naima that she always looks very serious, and is quiet. Naima says that she's mysterious, and tells us that the panel thinks that her weakness is not being able to open up completely to them. She says that if she hadn't been on the chopping block at the last panel, then she wouldn't have been able to pinpoint what makes her hold herself back. Huh? She charmingly asks Mathu who is going home, to show us that she has charm. He says that he doesn't know, which I think is lies.

And...action! The girls walk on the runway in their pretty flowing dresses and Cover Girl makeup. Miss J. tells Naima not to lead with her chin, because when she does the camera goes up her nostrils and we can see what she's thinking. And I have a feeling that what we would see is: "............." I mean, she's totally my favorite, but I will admit that she's a little dull. Keenyah says that she's rocking it, and is planning to blow her competition out of the water. And if that fails, she will sit on them. Naima interviews that she's noticed a slight attitude change in Keenyah, who is getting more arrogant. At this, Keenyah gets to the end of the runway and gives a little wink, which is apparently Morse code for "actually," because it's accompanied by the "ding!" noise. Jay observes that the winking doesn't seem natural. Tough talk for someone made entirely of Velveeta. Kahlen interviews that shooting the madness of the backstage madness was madness. Or something like that. Naima is nervous about delivering the lines of the commercial verbatim. We see a montage of the girls flubbing their lines. And I know that UPN was probably too cheap to spring for a teleprompter, but they can't have a lackey (e.g. Nolé) holding some cue cards? Kahlen says that the whole thing is a living hell for her because she's not currently and never has been "a memorizer." Nor, I would suspect, a grammatician. She messes up a lot, at one point saying, "Jesus Louisus." She voices over that she kind of lost it, as we cut to commercials.