Foundation Challenge: the contestants must use a tiara as inspiration for an original Princess -themed make-up that represents them as an artist.
Spotlight Challenge: Working in teams of two, the artists must create a Sorcerer king character who are physically inflected by the elemental magic they use and throne they sitt on.
Top Looks: Maloree & Robby, Jared & Kimberly, Alex & Caitlin
Bottom Looks: Mitch & Keane and Sarah & Sean
Episode 2: 'Bad Boys"
Super villain Concept
The Clown of Death
Spotlight Challenge: While visiting the 2012 San Diego Comic Con, the remaining artisits must create an original Marvel Comics super villain as well as working on their concept with several DC artists.
Top Looks: Keane, Jared, and Lauren
Bottom Looks: Sean, Kaely, and Sarah
Episode 3: "Princes of Darkness"
Kimberly & Caitlin
Jared & Keane
Kaely & Sarah
Alex & Josh
Lauren & Robby
Ashley & Maloree
Spotlight Challenge: Working in teams of two, the artists must each create their own take on one of several Deadric Princes from The Elder Scrolls. They must then turn them into horrific demon kings.
Top Looks: Kimberly & Caitlin and Kaely & Sarah
Bottom Looks: Alex & Josh and Lauren & Molly
Episode 4: "Flower Power"
Black leave Demon
Peace loving Alien
Cotton Flower Glob
Sugar Skull Girl
Foundation Challenge: The artists must create a Dist. Feature body part for their female models. to create A sexy and evil bond girl
Spotlight Challenge: The artists must create an original character or creature, while incorporating Flowers.
Top Looks: Caitlin, Robby, and Lauren
Bottom Looks: Sarah, Kimberly, and Kaely
Episode 5: "Double Trouble"
Jared & Alex
Maloree & Kaely
Robby & Kimberly
Keane & Lauren
Caitlin & Ashley
Spotlight Challenge: The artists work in teams of two to create a larger-than-life mutant creature. Their character should have two models connected to each other.
Top Looks: Jared & Alex, Robby & Kimberly, and Maloree & Kaely
Bottom Looks: Keane & Lauren and Caitlin & Ashley
Episode 6: "Bugging Out"
Black Widow Spider
Foundation Challenge: The artists must re-imagine a classic broardway musical character as a action hero
Reward: Immunity and a makeup kit from the Make Up Forever collection.
Spotlight Challenge: The artists each chose an image which later turned out to be microscopic photographs of insects (and an arachnid). They must then create a make-up of their chosen insect while incorporating the microscopic details from their photos.
Top Looks: Jared and Maloree
Bottom Looks: Kaely, Robby, and Keane
Episode 7: "A Space to Hyde"
Kimberly & Caitlin
Alex & Robby
Keane & Ashley
Jared & Maloree
Airdate: February 26, 2013
Foundation Challenge: Working in teams of two, the artists must apply Witch Makeups on twenty people
Spotlight Challenge: Working in teams of two, the artists must create a Dr. Jekkle visiting another planet in our solar system who has turned into an alien version of Mr. Hyde
Top Looks: Alex & Robby and Kimberly & Caitlin
Bottom Looks: Jared & Maloree and Keane & Ashley
Episode 8: "The Dark Winds"
Spotlight Challenge: The artists must create a never-before-seen Poltergest that glows in the dark and must also be wind prouf
Top Looks: Jared and Keane
Bottom Looks: Kimberly, Maloree and Alex
Eliminated: Maloree & Kimberly
Episode 9: "Greek Demi Gods"
Spotlight Challenge: The artists must create a child of one of the greek gods that hads mated with one of the Female Greek Monsters
Top Looks: Alex & Robby
Bottom Looks: Keane & Jared
Episode 10: "Monster Mash"
Frankenstien Monster + Werewolf
Frankenstein Monster + Gil-monster
Vampire + Gil-monster
Vampire + Zombie
Spotlight Challenge: to create an original make-up that puts forth a possible hybrid offspring of movie monsters.
Episode 11: "Dream Come True"
Spotlight Challenge: The final three must create a waterproof makeup for a performance of Le Rêve at the Wynn in Paradise, Nevada.