The designers wake up to find New Balance clothing set out to for them and are instructed to put in on and meet Heidi and Tim at a track and field center to hear about the latest challenge. There they learn they will be competing in teams to design a piece inspired by Heidi Klum for New Balance sneakers but in order to be crowned team captain, they must win a different kind of race--on foot! Model Erin Wasson serves as guest judge.

The semi-finalists for Cycle 16 head to Los Angeles, where Jay Emanuel and Miss J. help Tyra Banks pull a surprise switcheroo before the 14 finalists are chosen. The models meet model/designer Erin Wasson and learn to walk a narrow runway-in a plastic bubble!