The theme for the week was makeup application, and Jay Manuel met the girls at an art studio, and introduced the task. They each had a limited amount of time to rush over to the various CoverGirl stations to apply makeup resembling "haute couture". Naima was the only one to fully grasp the concept, and won the challenge. She chose Christina and Lluvy to share in her prize of Lauren Scherr custom made handbags.
Noelle called her mother, describing Michelle's facial blemishes which would not go away. These were suggested to be a "deadly and contagious flesh eating bacteria that would cause certain death", which caused a wave of fear among the girls who had previously shared makeup with Michelle. The pandemonium continued all the way to the photo shoot, where the girls had to pose as different ethnicities while holding a child for a GOT MILK? ad, and Jay quickly sent Michelle for medical attention.
Michelle's blemish problem was revealed to be impetigo, a common bacterial skin infection usually caused by the same strain of bacteria that causes strep throat (Streptococcus pyogenes), and she began a course of topical antibiotic treatments. Because of the possible skin-to-skin contact with children, Michelle ended up posing with a doll, which caused some jealousy among the other contestants who had to pose with heavy, unwieldy children. However, Mr. Jay did recognize the fact that it was still hard for Michelle to pose, even with a doll, because the doll could not interact like a real human child.
At judging, Noelle and Lluvy landed in the bottom two. The judges felt that Noelle didn't dress like a model in person (despite strong shots), and Lluvy just couldn't deliver a good picture, but Lluvy was spared.