Foundation Challenge: the contestants must use a tiara as inspiration for an original Princess -themed make-up that represents them as an artist.
Reward: Immunity
Winner: Ashley
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
Winner: Robby
Eliminated: Mitch
Episode 2: 'Bad Boys"[]
Contestant
Super villain Concept
Jared
Robo-Raptor
Keane
Skull Maniac
Ashley
Volcano Man
Sarah
The Clown of Death
Josh
Mothman
Sean
Candy Crusher
Caitlin
Rune
Alex
Quicksilver
Kimberly
Zombo
Lauren
Crabman
Maloree
The Priest
Robby
Scare-man
Kaely
Moonmonster
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
Winner: Keane
Eliminated: Sean
Episode 3: "Princes of Darkness"[]
Teams
Prince
Kimberly & Caitlin
Hircine
Jared & Keane
Malacath
Kaely & Sarah
Boethiah
Alex & Josh
Mehrunes Dagon
Lauren & Robby
Molag Bal
Ashley & Maloree
Namira
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
Winner: Kimberly
Eliminated: Josh
Episode 4: "Flower Power"[]
Contestant
Concept
Ashley
Circus Ringmaster
Jared
Black leave Demon
Keane
Daysie Clown
Alex
Peace loving Alien
Kimberly
Cotton Flower Glob
Sarah
Deformed Hillbillie
Kaely
Swashbuckling Swordsman
Lauren
Tropical Bird
Robby
Sugar Skull Girl
Maloree
Thorn Ghoul
Caitlin
Rose Bride
Foundation Challenge: The artists must create a Dist. Feature body part for their female models. to create A sexy and evil bond girl
Reward: Immunity
Winner: Alex
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
Winner: Caitlin
Eliminated: Sarah
Episode 5: "Double Trouble"[]
Teams
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
Winner: Jared
Eliminated: Lauren
Episode 6: "Bugging Out"[]
Contestant
Bug
Jared
Praying Mantis
Robby
Ant
Caitlin
Beetle
Maloree
Black Widow Spider
Kaely
Centipede
Ashley
Bumblebee
Kimberly
Butterfly
Keane
Fly
Alex
Firefly
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.
Winner: Kimberly
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
Winner: Jared
Eliminated: Kaely
Episode 7: "A Space to Hyde"[]
Teams
Planet
Kimberly & Caitlin
Venus
Alex & Robby
Mars
Keane & Ashley
Neptune
Jared & Maloree
Uranus
Not chosen
Jupiter
Airdate: February 26, 2013
Foundation Challenge: Working in teams of two, the artists must apply Witch Makeups on twenty people
Reward: Immunity
Winner: Keane
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
Winner: Alex
Eliminated: 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
Winner: Jared
Eliminated: Maloree & Kimberly
Episode 9: "Greek Demi Gods"[]
Contestant
God
Robby
Aries/Medusa
Keane
Zeus/Echidna
Alex
Hades/Furies
Caitlin
Hermes/Harpy
Jared
Posiedon/Scyalla
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
Winner: Alex
Eliminate: Keane
Episode 10: "Monster Mash"[]
Contestant
Hybrid Monster
Caitlin
Frankenstien Monster + Werewolf
Robby
Frankenstein Monster + Gil-monster
Alex
Vampire + Gil-monster
Jared
Vampire + Zombie
Not chosen
Spotlight Challenge: to create an original make-up that puts forth a possible hybrid offspring of movie monsters.
Winner: Jared
Eliminated: Caitlin
Episode 11: "Dream Come True"[]
Contestant
Inspiration
Team
Jared
Cosmic
Caitlin, Keane
Alex
Gothic
Kimberly, Ashley
Robby
Whimsical
Maloree, Josh
Spotlight Challenge: The final three must create a waterproof makeup for a performance of Le Rêve at the Wynn in Paradise, Nevada.
