The designers wake up to find New Balance clothing set out for them and are instructed to put it on and meet Heidi and Tim at a track and field center to hear about the latest challenge. There they learn they will be competing in teams to design a piece inspired by Heidi Klum for New Balance sneakers but in order to be crowned team captain, they must win a different kind of race-on foot! Erin Wasson serves as guest judge.