Seth Aaron explains his midnight concept. Heidi says that black leather isn't her idea of air, but she is astonished by what he accomplished in a day. Michael says he liked his girl's entire look and Seth Aaron responds that he designed with emotion. Nina commends him for being consistent. All of his stuff looks like him. Heidi points out that the bottom of his slacks are tapered with shimmering strips of fabric on them. I thought they were boots! Roland thinks his idea for trousers is really original. Seth Aaron thanks him and says that it means a lot coming from him.

Maya explains her concept and that she was going for an Old Hollywood style. Roland thinks that it is a very personal and easy to achieve runway look. Nina thinks that it is "perfectly beautiful" but worries that Maya may be too referential. She thinks this dress resembles Nina Ricci, which Maya says she doesn't believe he did. Roland warns her that, if she is compared to other designers, it will spell doom for her.

Amy says that she was shooting for controlled chaos and Heidi says that it looks like a cat in a baby sling. She shoots, she scores. Bravo, Heidi. Or, rather, Lifetime, Heidi. Oh, God, they all hate it. Nina thinks it's weird. Heidi asks her to remove the hair, which she does. They think it looks much better. Nina thinks that it's still only OK and says she's not impressed. Jesus, she's tough. Michael thinks that she got too caught up in her concept. Roland tells her to analyze her level as a designer and be happy with that, to which Michael makes an "Ehh, OK, I guess" face. Did he just tell her to be happy with the fact that she's not good enough to pull off a hair dress?

Ben explains his shark idea. Michael says he had no idea what it was but sees the shark teeth now. He does like the hair and make-up but that's it. Heidi thinks that you shouldn't make a suit unless you can. Ouch. Nina thinks it's a mess. Heidi says that it looks like she's wearing underwear over the pants of his suit and we see a close-up. Yeah, it's bad. She finds it "bizarre." Michael names them "jock strap pants." Heidi asks Ben if he thinks this fits in with the beautiful work he has made in the past. He concedes that he bit off more than he could chew.

Jonathan explains his laughter idea. He also says that he worked with Cerri's skin tone, which Nina applauds. Michael loves the textile he built, while Roland loves the draping. Heidi asks Cerri how she feels about the dress. She says that she was in awe of the detail as well as the consideration he paid to her own skin tone. Jonathan replies, "Pale understands pale," and both of them laugh.