Here's Kim! Damn, hot bitch struts her stuff. Heidi says that she loves the way she's walking. She's wearing a black dress that's pretty adorable. Alicia's pink dress is here. You know? Not bad. It's a little tacky but not too much. Christopher's dress is cute, but the girl took the jacket off right at the beginning and you couldn't even see it. Ven's look is next. It's a draped aqua satin top and black skirt. Terri is a fairly good sport about her walk too. Here's Dmitry's look. It's a tailored blue dress. Pretty simple but it looks great on his client. Her hair is pretty amazing too. Fabio's look is next! It's fantastic. This gray color-blocked look that is sleeveless with a high neck. She looks great. Sonjia's dress is SHORT. It's a draped dress with a knot right below the bust. Sonjia likes it.

After the show, Heidi calls Melissa, Christopher, Alicia and Elena. They're moving to the next round. Backstage, Christopher is relieved because he thought he, Alicia and Elena were going to be in the bottom. He wants to do a cartwheel to celebrate.

Onstage, Heidi tells us that Dmitry, Fabio and Gunnar have the high scores. The losers go backstage and Ven says that his client was fashionably challenged. Alicia speaks up and says that it had nothing to do with Terri's size. Then, she interviews that not being able to adapt means that you're not a designer. Dmitry explains that his look is structured but comfortable. Angela says that she didn't know this kind of change was possible for her. Nina likes how she's styled. Michael thinks that Dmitry made a great fashion choice. Alice thinks that the neckline could have been lower. Fabio says that he wanted to create a powerful yet feminine silhouette. Ko-rely excitedly says that she loves her look and Heidi laughs at how she sounds gangsta. Alice doesn't like the belt that Fabio used. Michael says he thinks she's a dress girl now and it took a boy in a dress (Fabio's kind of wearing a dress) to make her like dresses. Gunnar says that he had a good time working with Kim. Heidi tells her that she was the best walker on the runway today. Michael says she could teach Giselle how to move. Heh. Alice says that Kim has a beautiful body. Nina thinks it's great but wishes the neckline had been lower. "Show them if you have them." Backstage, the top 3 told tales of their sweet judging.

Time for the losers, Sonjia makes a case for her dress. Amanda seems happy with it too. Heidi doesn't like the knot, nor does she enjoy how short it is. Alice says that the proportions are all wrong. Ven says that this is the first time he's worked with a "real woman." Both Terri and Theo say that they weren't happy with the look. Heidi says that she finds it so odd when someone talks about "real" women. She can't see Terri wearing the outfit. Nobody likes the fabric of the bodice. Terri admits that she and Ven didn't get along. Theo gets emotional and says that Terri has four kids and a husband who stays at home (Sexist? She acts like that is one of her hardships) and she travels four hours for work each day. She wanted a day when she could feel special. Nina likes the skirt but really hated the top. Michael thinks that Ven didn't want to delve into the life of this real person. Heidi says that it's Ven's fault and they don't love his outfit. Nathan explains that he was creating a stage costume. Heidi thinks it looks cheap. Nina thinks it's a mess. Alice doesn't know what "hoochie mama" means. Michael teaches her.