After an immunity challenge among the new arrivals, the first contest pits men against women as they go to Grauman\'s Chinese Theater to reimagine characters from The Wizard of Oz.
McKenzie brings the contestants to the Aquarium of the Pacific in Long Beach for inspiration and tells them that they will have to make an underwater creature for their next challenge. the contestants are divided into pairs and frictions grow.
After SNL make-up artist Jennifer Aspinall judges a three-team relay contest, hip-hop star Asher Roth comes in to judge the contestants as they compete to make an album cover involving nude body painting.
A late-night call summons the contestants to an abandoned hospital in Los Angeles. When they arrive they each get to choose an obscure phobia to use as the basis for creating a monster.
Guest judges Vivica A. Fox and Sam Huntington are present as the team competes in a trauma wound foundation contest. After that, they return to the lab, which has been transformed into a jungle, and they discover they\'ll be studying live animals to create something beautiful but deadly.
For the foundation challenge, the remaining contestants must debeautify attractive models. After that, they split up into trios to make up twins so they appear to be at different stages of their elderly lives. However, the team then learns that they are really dealing with triples, and have to do a third old-age makeup job.
In this single-challenge double-elimination episode, the contestants must create a full-body alien based on concept art from Patrick Tatopoulos' upcoming movie, Total Recall.
Six contestants remain, and they must take an ordinary profession and do a makeover in the style of Tim Burton.
The five remaining contestants participate in a double-elimination event to create a human-dinosaur hybrid to determine which of them will go to the finale.
The three finalists must create prosthetics and makeup for three character for three genres-horror, sci-fi or fantasy-which will then appear in a choreographed dance routine at the Alex Theatre in Glendale, CA. To help them, the nine eliminated contestants return and each finalist gets to choose three of them to assist.