Mothers come out on stage. Are they the contestants' moms? Nope. Leanimal doesn't want to design an "old-lady outfit," so she's pleased. These random mothers' daughters, who are recent college grads, are actually here for a makeover to help them transition into the new world. (Fun!) Leanne then says her model looks like she's 12. Umm ... so do you, Leanne.

Kenley LOVES her client. She's going to make her a 40s-50s outfit! Nothing like trying new things. Jerell likes his client because she's lanky and awkward like him. Suede is not happy that his client wants pants. At Mood, he finds a Pucci-esque print in purple. Yikes. Pucci is awesome. Suede making something Pucci-like? Yikes. Joe is going for a suit. Again, yikes.

We hear a bit about the designers' first jobs. Joe worked for Gucci; Jerell was employed by McDonalds.

During the first fitting, Jerell's client says she likes his creation so far, but Suede's client isn't too happy. It looks too professional. Joe's client, Laura, doesn't like the pin-striped fabric Joe picked out. Holly's mother says that Leanne's dress makes her daughter look flat-chested. The mom is called the Hedda Lettuce of this challenge (she had many, many opinions). Leanne's going to start over. "One sexy teacher dress coming up!" she says.

The contestants make fun of Joe's "Nancy Reagan"-like business suit. As they head out for the night.

Second fitting sans moms! Leanne's redone the top of her dress, and Holly is happy. Suede's made that Pucci dress, and his pants-loving contestant apparently likes it. Jeanie, lead stylist for TREsemme, comes in to talk about the hair part of the makeover. There's a bonus: The winning look (and girl!) will go in a TREsemme ad in Elle magazine.

Tim heads in to check in on the outfits. The only issues he has with Suede's outfit are the sleeves' length and the pockets. (I have more issues than those!) But Tim says Joe's outfit says "lawyer, banker, not graphic designer." Joe's not concerned. I would be. The outfit is boring. Tim thinks Jerell's outfit is stunning. Kenley says Tim doesn't understand her as a designer! Wah! She's not going to listen to his suggestion to make the tulle shorter!

Joe in pinstripes dresses his client in pinstripes. The girls get their hair chopped and colored. Makeup goes on. The female contestants think Suede is going home. Kenley thinks he's a "poser." Jerell thinks his dress is so "1992." I don't HATE it, but I can definitely can see it on the rack at RAVE.

The moms line the runway. The guest judge is designer Cynthia Rowley. There aren't any outfits I'm crazy about. I like Jerell's best. It's pretty, and the model looks like a new girl. No doubt he's going to win. At this stage in the game, I wish there were clothes that I adored. All of the outfits are critiqued at the same time. Best? Kenley, Korto (no surprise there) and Jerell. Heidi Klum notes Kenley found a little mini-me. Nina thinks it's cute, and Cynthia likes the belt. Michael Kors says it's the right dress for the right job (her client is a buyer). As the judges talk about Joe's cliched outfit, Kenley and her client LAUGH. She did find a (rude) mini-me! Michael likes Korto's outfit for Megan. It's fun and young yet professional. The jacket is well-tailored and goes over a green-print dress. The judges don't love Leanne's jacket; they note later that it looks old-fashioned. When Holly takes off the jacket, the judges are relieved. It's a cute-ish dress but ultimately too stuffy. Jerell's silky-looking dress is fabulous. All thumbs are up. Suede's outfit gets trashed. Nina says she doesn't like the jacket with the dress, and "that's the tip of the iceberg. I will say no more." Ooh! Why use more words when you can see them here.

Winner? I called it. Jerell. (By the way, does anyone know what was on his head?) It's his second win in a row. Heidi says Joe aged a girl 20 years. Suede's outfit was "overworked" and "completely impractical." But Joe and his pinstripes are out. He doesn't think he deserves to leave. C'est la vie.

Up next week: Kenley is still a know-it-all. Jerell thinks about sabotaging Suede. I'm intrigued. And LL Cool J is the guest judge!