The girls were taught by model mentor Joey Mead-King on how to pose sexily in pictures. At the challenge, Joey asked the girls to dress up sexy for their challenge, which was to bring any object and make sexy poses with it. Aastha and Jessica impressed Joey, but it was Helana who won the challenge. As her prize, she was able to go out to dinner with Joey and Todd Anthony Tyler. She chose Rachel and Jee to accompany her for the dinner. During the dinner, Helena dominated the conversation and talked about herself and promoted herself to the judges. The two judges and the other girls seemed uncomfortable. The girls thought that Helena's poses were great, and they all agreed that she simply 'got lucky' because she had chosen a phone as her prop.
At the photo shoot, the girls were asked to pose with celebrity and hot host Jason Godfrey. Trang had a wardrobe malfunction, as she forgot to bring tampons during her period. Kate Ma played boxing when she was waiting for her turn. Both were heavily scolded by Daniel. Some of the girls excelled in the shoot, Jee found it awkward, Filantropi struggled, and Helena pushed her sexiness too far. Kate was castigated for being too jolly and stiff at the shoot.
At panel, most of the girls receive positive feedback. Melissa and Stephanie were praised for looking sexy in their photos despite not looking so sexy in person. Trang apologizes for her wardrobe malfunction and is subsequently praised for trying something different in her photo this week. Jessica delivers a good shot, but is told to be aware of the positioning of her mouth. Sofia pulls off a stunning photo, but is criticized for being self-conscious about her height, which Jason encourages her to embrace. Rachel was commended for being the only girl to make eye contact with Jason in her shot, but Nadya warned her about her otherwise poor film. Aastha excels in her photo, but is noted for her weak self-confidence at the shoot. On the other hand, Jee was criticized for her nearly unusable film, Helena was chided for being overly sexy, and Filantropi and Kate were slated for failing to connect with Jason during the photo shoot. After her photo was critiqued, Kate read aloud a personal letter she wrote to the judges in an effort to prove to them that she is serious about the competition.
During elimination, Sofia receives her first top photo call-out, while Jee and Filantropi land in the bottom two both for their uninspiring photos and lack of progress throughout the competition. In a shocking twist, Nadya sends both girls home as they are told they have run out of time to improve.