The theme of this episode is all about costume, and the first cut challenge trunk contains a rubber clown mask that four designers must use to create a ball gown. The two designers who make it through to the 24 hour challenge must face a second trunk that contains a simple black plastic mask. Each designer must use the black mask, both as inspiration and as a design element in creating a cohesive super hero inspired collection.

This episode is all about the many stages of motherhood, evidenced through the first cut challenge wherein four designers must take a trunk of diapers and create a stylish maternity look. The two designers who progress to the 24 hour challenge, are then faced with the daunting task of using a large stuffed teddy bear and creating a collection for the whole family. Each designer must create a look for a newborn, a toddler, a teenage and a mother, all the while creating a cohesive and functional collection.

This Cover Girl inspired episode focuses on showcasing the many unique aspects of the modern stylish woman. During the first cut challenge, four designers must face the daunting task of repurposing a pink chenille bathrobe to create an elegant look worthy of the red carpet. The two designers who make it through to the 24 hour challenge must then use the second trunk items, including a tote bag, a scarf and Cover Girl make up products, to create a cohesive collection for the Cover Girl on the go, seamlessly taking her from day to night.