The women model fashions from the Kardashian Collection for a runway challenge at the Santa Monica Pier with Kim, Kourtney and Khloe Kardashian in attendance. During a photo shoot, the models get guidance from LaToya Jackson.

It's Make-Over Time and reality star Kris Jenner is the guest judge. Some of the models resist getting make-overs and a few of them are unhappy with their new looks. The women take part in an unusual photo shoot where they have to model as toddlers while posing with Kris as well as her daughters Kendall and Kylie. Kelly Cutrone and Nigel Barker join guest judge Kris Jenner and Tyra Banks on the judges' panel for elimination.