McKenzie delivers to the contestants the next foundation challenge: Design a tattoo that has significance to them, and paint it on themselves. When Thomas Pendleton, a master tattoo artist, arrives to judge their work, he slams Frank for tracing over existing black light tattoos, impugning his creativity as an artist. He also criticizes Sergio, who came out with a faded and poorly drawn image of an anchor. Highlights were Anthony's New York City tattoo, Sam's traditional cameo and Tate's deer skull. Pendleton names the deer skull as the winner of the challenge. Back at the loft, Tate, Marcel and Tom discuss Frank's bad attitude - though he's talented, they can't understand his arrogance.
The next day, the artists reconvene in the lab to hear their spotlight challenge. McKenzie is waiting before a row of painted panels. She calls the models - clad in nothing but robes - into the lab, and on her word, they drop their robes. The reception of so many birthday suits is mixed, from Tom's nonchalance, to Meghan's near apoplexy. As the winner of the foundation challenge, Tate gets to choose his model and image first. McKenzie then picks the remaining names from a bucket, and Frank gets increasingly frustrated as the options disappear before his eyes. He is last to pick, and gets his least favored image. McKenzie tells them that they have six hours to execute a body painting concept that is worthy of a magazine cover shot.
Work begins, with Sergio continuing at glacial speed, Jo panicking when she realizes she used acrylic paint instead of body paint, and Frank being so disgruntled that he decides to forfeit. After a pep talk from Conor, Frank is back in the race, but with minimum effort.
At the elimination, the judges tell Sam, Gage, Meghan, Marcel and Frank that they are safe for this week. Jo is first to be judged, and she's about to combust with nervousness, but the judges praise her skill and imagination. Tate was not treated so kindly, however - they call his image dull and busy, but he saves himself by knowing what went wrong. Sergio is criticized more harshly: The judges see two hours of work in his final product - not six. Anthony is heaped with praise for his concept of rebirth: A woman breaking out of petrified wood . They also love Tom's work - a woman painted to look like stones at the bottom of a staircase. Their one criticism is that a derriere is maybe not the best spot to place a weed patch. Conor is very uncertain going up, and the judges feel his work was overwrought.
Anthony wins the challenge, and he steps to the middle circle to say who he thinks should go home. He names Sergio, and is then surprised with a prize from Filippo: An autographed image of one of his body paintings.
The judges confer on whom to send home, citing Sergio's lack of imagination, Conor's muddy colors, and Gage's tunnel vision on the details of his painting. Ultimately, Sergio's too-simple work means that he's not a contender. He goes home, but with a heart grateful for the experience and the gift of new friends.
The artists must take fairy tale staples like ogres and faeries and reimagine them as high school students.