- When the models must point out each others worst physical features, one girl's harsh comments stirs tension, and Twiggy and Jay Manuel teach the competitors how to turn their negative flaws into positive. Photographer Jay Goldman makes a guest appearance and Smashbox Enterprises co-owners Dean and Davis Factor serve as guest judges. Later, Janice Dickinson makes a surprise appearance that leaves one of the models in tears. At a photo shoot, the models are challenged to take plastic surgery to the extreme with exaggerated make-up and devices.—Anonymous
- In this episode Janice Dickinson is the photographer for the girls in their photoshoot where they are posing as if they have undergone over the top plastic surgery. Diane fails to impress the judges and is therefore the next contestant eliminated because the judges felt she had a lack of self confidence.
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