The girls are flown to Las Vegas for their shoot. They witness a perfomance by Jay Manuel and the Cirque du Soleil and learn that they will be posing in teams (Brittany, Jennifer and Rae going first; Erin, Nicole and Sundai second and Ashley, Kara & Laura going last). Jennifer, Kara, Ashley and Nicole get bad reviews, but Jennifer's group saves her and she is called jointly first. The judges also love Laura and Rae's pictures, but worry about the latter's personality. Kara and Ashley land in the bottom two, both for not pushing through enough, but Kara is given another chance and Ashley is eliminated.
- First Call-Outs: Brittany Markert, Jennifer An & Rae Weisz
- Bottom Two: Ashley Howard & Kara Vincent
- Eliminated: Ashley Howard
- Featured Photographer: Mike Rosenthal
- Special Guests: Benny Ninja, Jabbawockeez, Josie Maran, Lil Mama, Rhonda Faber Green
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