- After the latest weigh-in when Rulon announced that he was leaving the show voluntarily for personal reasons and Kaylee was voted off the ranch, the remaining five contestants meet Tim Gunn who will act as their fairy godfather for makeover week. He promises them three wishes. The first wish is the fairytale makeover, with the end results making each contestant look and feel like a prince or princess. The second wish is sharing their madeover selves with a loved one while being serenaded by OneRepublic. The contestants then return to the reality of the game for their challenge where a key is buried under each of fifty car shaped sandcastles, two of the keys which will start two new Mazda 5's parked a quarter-mile away, the cars which will go to the two people who find the starting keys. At the week's weigh-in, Tim announces the third wish while all those attending the event are moved by a performance from one of their own.—Huggo
- Open with everybody walking to the gym and seeing a horse-drawn carriage pull up. Inside is famous fashion consultant Tim Gunn. He tells them this week is Makeover Week and that he is their Fairy Godfather. Along with the makeover he will have two other surprises for them.
They join Gunn inside in a room filled with gowns and tuxedos and talk about being able to wear these kinds of clothes in their new bodies. Olivia says she never felt beautiful until she got to the show.
The remaining five contestants go to a saloon for new hairstyles.
Hannah pulls up to see Gunn wearing a new dress and sporting blonde hair. He says the second gift is waiting for her up the stairs. Hannah finds her father Keith waiting for her. He is filled with emotion at the way she looks. Alison invites them in to spend time together.
Olivia is next. She's also wearing an extravagant dress and has cut her hair dramatically shorter. Up the stairs Olivia finds her husband Ben waiting for her. Ben has lost 99 pounds himself. They are both blown about at how the other looks. Olivia is at a loss for words. She and Ben go inside to join Hannah and Keith. Ben talks about how "stunning" Olivia looks.
Austin pulls up in the carriage. He's rocking a tux and tells Gunn he feels like he "has command." Austin has much shorter hair. Upstairs Austin finds his mother Lori. She is struck by the confidence that Austin is displaying.
Next to pull up in the carriage is Irene, who is wearing a pink number. She says this is the first week where she's really felt like she's attractive. Irene's mother Ana (eliminated in Week 1) is waiting for her at the top of the stairs. Ana has thus far lost 75 pounds. The are both amazed by how the other looks. Ana thinks her daughter looks "stunning."
A clean-shaven Jay pulls up next. Gunn thinks he looks like distinguished royalty and Jay says he's "never felt better" and feels like "I can take on anything." Jay says he's much prouder of himself. At the top of the stairs is Jay's son Matthew. Matthew is emotional when he sees his father. Matthew talks about the impact his father's transformation has on him.
Alison addresses all of the contestants and their guests. Gunn says that part of his second gift is a performance by One Republic. During One Republic's performance the contestants reflect on the progress thy've made to this point. The common thread is about the personality change all of them have undergone. Jay talks about the feeling of having his son be proud of him. Austin says for the first time he's living a life he's proud of.
The contestants meet Alison at the beach. A new car pulls up and she tells them the winner of today's challenge will win one of them. The are standing in front of 50 sand castles in the shape of a car. Buried in each castle is a small box. Inside each box is a key. They must run a quarter of a mile down a pier in order to test and see if that key is the one that fits in the car. First person to start the car wins. Alison then reveals that there are, in fact, two cars on the line.
Irene is the first person to get to the cars. No luck with either car. Same with Olivia, Hannah, Austin and Jay. On Irene's second attempt she starts one of the cars, which she says she's giving to her mother. Contestants continue to strikeout as 25 of the keys have been tried. 90 minutes into the challenge their are only five sand castles left for the four contestants. Olivia gets down there with only two keys remaining and picks one. Austin beats the other two back down the pier and takes the one she didn't choose. Olivia's key starts the remaining car.
We see the Last Chance workout. Bob is worried about a lack of focus following the distractions of Makeover Week. Jay says this is strongest he has been from a mental standpoint. Irene says she trying not to think about last week's weigh-in where she was below the yellow line. Austin tells us he's thinking about the possibility of winning the whole thing.
The weigh-in begins. Hannah goes first. She's lost two pounds (to 154) and doesn't look thrilled. She tells Alison she did everything she could have done. Next on the scale is a confident Jay. He has lost three pounds (to 255) and immediately winces. He says "I didn't see that coming." Jillian says she thinks something has been different about him since he's returned. Jay feels like this guarantees he'll be below the yellow line and going home.
Austin is next to steep on the scale. He's lost seven pounds (to 236) and a huge grin appears on his face. This means Austin has lost 160 pounds on the show. Austin's number means Hannah is definitely safe.
For Irene to guarantee she's safe this week she needs to have lost at least two pounds. She hits it on the nose, losing two pounds (to 152). She does a little dance, but says she was expecting more than two. Her number means that Jay will definitely be below the yellow line this week. Either Olivia or Hannah will join him.
Olivia is one pound away from losing 100 pounds. She has promised to sing on the scale if she hits that number. Before seeing her number Olivia gets emotional about having experienced the show with her sister. If Olivia loses more than a pound she'll be safe. She's down four pounds (to 158) and pumps her fists. Hannah and Jay are below the yellow line.
At this point Gunn appears on a huge video screen and tells everybody that his third gift for Makeover Week is to get rid of the yellow line. Nobody will be eliminated this week. Jillian says Jay has gotten a gift from God. Olivia sings something from a opera she hopes one day to perform. Bob is blown away by Olivia's voice.
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