Erika tells the girls about how marketing plays a big role in a model's life. The girls are visited by Jo Ferguson, the fashion editor for Cleo magazine, to teach them about fashion. Later, the girls go on go-sees, and ultimately Eboni is chosen as the best for the catwalk. The girls go to their photoshoot where they are suspended from ropes wearing Terry Biviano shoes. Eboni struggles, and the crew must take her down and let the other girls go first. The girls participate in a walk off between themselves, the models, and drag queens for charity, where Simone is crowned the winner. The judges think Madeleine's efforts to stand out make her appear fake, causing the judges to send her home.

• Tyra Banks

• Elle Macpherson
• Alessandra Ambrosio
• Kelly Osbourne