The bus pulls off in Pokemoke, Maryland. Something tells me that Pokemoke is on the outskirts of Buttfuck. It is 11:34 PM. Wow, that is really kind of awful. And apparently UPN's idea of a set is "abandoned lot on the side of the road." It looks cold, too. The three judges lounge on the hoods of various cars. Teena Marie must be on a Buick, which is the only car big enough to support her increasingly large frame. She just looks...expansive. And now I can also see why she wore those dark glasses in the first episode. Her neck is sort of hanging over her collar. It's not a good look.

Nilyne says that, once she saw Dallas, she knew that the test was going to have to do with the track they received earlier. Mona re-introduces the judges, and confirms Nilyne's suspicion. She also says that, by the end of the tour, that track could be the winner's first single. She tells them that being a star is hard work, and that she hopes, for their sake, that they've been working hard. For this performance challenge, the judges want to hear how far each contestant has gotten on the track. We see lots of scared, shady, suspicious looks from the contestants. Nilyne interviews that some people didn't even listen to the track, and that none of them thought a competition would come this soon. Suckas! Do not fuck with Missy, because she will cut you.

Mona invites whoever feels ready to step up to the mic. Frank B. wastes no time in doing so. Which I think is strategically pretty smart on his part. I feel like the person who volunteers to go first always gets extra points. Frank raps about trying to seduce a shorty whose name is either Deana or Lisa, or maybe both. He also sings a little chorus that goes, "Girl, I gotta have ya...uh! Usually I don't approach like this, but girl...somethin' about ya!" He does not mention his passion for the oral sciences. His performance gets kudos from the judges. Frank tells them that he's almost done with the song, and that he got a bad start with his man Dallas, and wants to impress him now. Dallas says that Frank is his man, and also a hard worker, and that he's coming on strong. Nic says that Frank doesn't fit the bill of a triple threat. Well, Nic doesn't fit the bill of a single threat, so he might want to shut it.

Yelawolf is next, and he raps something about living in the deep South streets. I think he says something about going where the city dwellers won't go, where the night air is thick with trolls. And where the backyard is stashed inside a stove. Yelawolf needs a little help with his diction. But I like it, I think. Teena Marie asks if he freestyled that whole thing, and he says that he wrote the verse. Which, fine. But then he adds that he wasn't really feeling the track, and that it didn't move him in any direction, so he pulled something out of his catalogue and tried to make it work. The judges look at each other, and wonder how someone could be such a dumb-ass.