'The Face' episode 3: 'Falling from Grace'

Welcome back to another week of "The Face," which is a competition to find the new face of ULTA Beauty. Three supermodel coaches; Naomi Campbell, Karolina Kurkova and Coco Rocha, each picked four girls for their teams, and each week they mentor them in fashion shows, video and photo shoots.

View slideshow: Behind the Scenes of "The Face" episode 3

This week opens with Stephanie is talking with the other members of Team Coco about being in the elimination twice, saying she is determined not to go there again. In Team Karolina, Devyn is talking with the other girls on the team, saying that she's going to be really mad if Stephanie goes to elimination again and still makes it through. She feels that Stephanie doesn't have what it takes to be the winner of "The Face."

We cut to Marlee making a phone call home, and she finds out that her family is having financial difficulties. They are behind on their rent, and could be out on the street. This gets her to think that maybe being in the competition at this time is not the right thing to do, and she considers going home.

On the roof, Marlee joins fellow Team Coco member Margaux, and she tells Margaux about what she learned, and that she feels she needs to go home. She says that it's a really stressful situation, and she's not sure what she wants to do.

The girls get dressed, and put on their makeup and meet with Nigel, who has Karolina with him. It's time for this week's "Test Shoot" challenge. The theme is being "runway ready," and Karolina will be this week's judge. The challenge is to do a simulated runway situation, where the girl needs to take off her clothes quickly, and put on a new outfit off the rack of Christian Siriano clothing, along with an accessory from the Marshalls wall, and get back on the runway the fastest. The girl that has the fastest time will win a $5,000 shopping spree at Marshalls.

First, Karolina shows the girls how it's done. She quickly strips off her clothes, putting on a dress, shoes and a large handbag, and gets back on the runway and strikes her pose in merely 41 seconds. Wow!

It's time for the girls to show off their skills. ZiLin is first, and her time is 1:18.

Brittany is next, and her time is 1:24.

Devyn is next. She heads back and she pairs a dress with a fur jacket so she doesn't even have to zip it up. Heading back down the runway, and after a pose, we see Devyn has beat ZiLin's time, coming in at 1:09.

Next, to try to beat Devyn's time is Marlee, who is still stressing about her situation at home. This slows her down, and her time is 1:39.

Stephanie is next, and her inexperience shows, as her time is a slow 2:38.

Ebony is next, and she has a time of 1:24.

Madeleine is next, and she comes so close, at 1:12.

Jocelyn gives it a try, and comes in at 1:14.

Sandra is next, and has a wardrobe malfunction, as one of her breasts falls out of the dress. Even so, her time is 1:13.

Can anyone beat Devyn? Margaux is the last one to go, and she picks a belted shift dress and large handbag. At the end of the runway, we pan to the clock to see her time is 1:07, and Devyn is so disappointed to have lost. So much so that she brings up the fact that she feels that Margaux wasn't totally composed when she hit the runway. Nigel and Karolina both say they didn't see this, and Karolina is disappointed that Devyn, who is on her team, was unprofessional, and being a bad loser.

The girls head back to the loft, and congratulate Margaux on her win. Well, everyone except for Devyn, who is still mad that she didn't win.

Coco enters the loft, saying she heard that Marlee wants to talk privately to her. Coco meets Marlee in the Team Coco room, and they talk about Marlee's home situation. Marlee reveals that she has decided to leave the competition. Although Coco doesn't want to lose one of her girls, she tells her she does understand, and she hugs her and wishes her the best.

With Marlee gone, the teams have now evened up at three a piece. Everyone heads to a large, ornate theater, where they meet Nigel and the coaches. Nigel tells them it's time for their next campaign challenge that will the most difficult yet. They will hit the catwalk in a bridal fashion show wearing Kleinfeld gowns. The audience will consist of fashion enthusiasts, and Kleinfeld's fashion director, Terry Hall. Each audience member will have one vote, which they will cast for the girl they feel does best in the show. The team with the most votes will win.

The runway will include a dramatic staircase, which the girls will have to descend, then walk the catwalk, then ascend once again. The dresses range in cost from $20,000-$60,000 a piece, and can weigh up to 30 lbs each.

The coaches get together with the girls and each mentors them on how to deal with the stairs and other challenges. Naomi is feeling confident, as she has the most runway experience, and that should help her team to win.

Naomi's team starts to practice, and Jocelyn reveals that she's not a runway girl, so Naomi is a bit more worried with her. Sandra gives her first try and nearly falls down the stairs, prompting a meltdown. Naomi gives her tough love, telling her she can't believe she is crying.

Karolina reveals to her team the importance of their attitude on the runway, and how they carry the clothes. She loves Madeleine's walk, but thinks she could use a bit more personality. Devyn has both the walk and the personality. She feels Ebony walks a bit too slow, and she needs to show more life in her face.

On Team Coco, she is talking about the importance of keeping their head up. She feels that Margaux and Brittany will do fine, as they'll done runway before. She's a bit nervous with Stephanie.

Everyone dresses, and it's time for the show. Stephanie has to lead off the show, and she does fantastic. Coco is so proud. Team Coco's Brittany is next, and she has a black gown. She is a bit less elegant than Stephanie, and she keeps making this weird pouty thing that no one seems to like. Next, from Coco's team is Margaux, who is terrified that she will fell. She does fine coming down, but going up, she has a misstep at nearly the top of the staircase. She composes herself, though, and gives her final pose.

Ebony from Team Karolina is next. She descends pretty well, but has a small stumble at the bottom. As she goes back up, she holds onto the railing. Madeleine from Team Karolina is next, and she does well, but she also uses the railing much too much on the way back up. Last on Karolina's team is Devyn, who really gives a great walk and expression. Very elegant. Karolina is really proud.

It's time for Team Naomi, and Jocelyn is first. She looks nervous, and is a bit stiff. Sandra comes down the stairs slowly, hands on hips, and she gives a sly look over her shoulder. She did really well. The last from Team Naomi is ZiLin, who has the most beautiful ball gown type of dress. Naomi reveals to Karolina that she herself could not have handled that type of dress. ZiLin does amazingly well. Naomi is certain that her team will come out on top.

Terry Hall sits down with the coaches and Nigel and they discuss how everyone did. Of Team Naomi, he loved Sandra's exaggerated look, and he thinks ZiLin did fabulous. He didn't like Jocelyn as much. Of Team Karolina, he didn't think Ebony worked her train. He thought Madeleine was lifeless. He really liked Devyn. On Team Coco, he really was impressed with Stephanie. When asked about Brittany, Terry had to check his notes, as he couldn't remember her. Upon checking his notes, he said he didn't like her stare. Lastly, with Margaux, he felt she didn't have a lot of expression, but after her stumble on the stairs, he felt that she brought the expression at the end.

So, who is his choice as the winning team? The audience cast their votes, and with a total of 55 votes, the winning team received 34 of them. And that team was, Team Naomi.

Coco and Karolina have to meet with their teams to choose a girl to send to elimination. Coco talks to her girls and feels that Stephanie rocked it out, so she will not be going to elimination for a third straight week. Between Brittany and Margaux, Margaux had the stumble on the runway, but Brittany was unmemorable to Terry Hall. In the end, she chooses Brittany. On Karolina's team, she told them Terry's thoughts. He thought Ebony walked too fast, and that Madeleine was beautiful, but he didn't think she stood out. She chooses Ebony to go to elimination.

In the elimination room, Naomi waits for Brittany and Ebony. She looks at both girl's portfolios, and she feels that Ebony's portfolio is stronger, and Brittany needs to step it up to keep up with the other girls in the competition.

Naomi asks Ebony how she is feeling, and Ebony reveals that she doesn't feel too great. She goes on about having to take care of her family, and how hard it is being a single mother and a model.

Naomi asks Brittany why she feels it's not her time to go. Brittany tells her the story about having a single mother and how she's seen things in her young life, no child could see, and how everyone always said no to her, and she's just looking for that yes.

Naomi is disappointed that both girls tried to play on her heartstrings, and gives them both some of her tough love, saying that in the fashion industry, no one cares about your story.

In the end, Naomi tells Brittany about not being memorable. She tells Ebony that she didn't work her train, and she walked too fast. She says that when you're on the runway, you don't just "give it" when you're walking forward, but also when you're going back and until you are out of sight, and she didn't do that.

The model she chooses to send home is… Brittany.

Ebony goes back to the room and hugs her team members. Coco isn't surprised that Naomi eliminated Brittany, saying that she is cutthroat, and wants to remove all competition.

Next week, the girls will have a dance-themed challenge, and they'll have to please a tough fashion stylist. And, shockingly, Naomi goes to battle with her own team. She privately talks to her three girls, saying that she won't stand for this on her team, and they'll need to fix it, otherwise, she'll just send one of them home. Wow! Tune in next Tuesday, March 5, at 9:00 p.m. ET/PT on Oxygen, to find out what happens.

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