The designers had to design for their biggest critic this week, Heidi Klum. They have to design and create a lingerie set inspired by Ms. Klum’s newest Intimates lingerie line. The winning look will be produced as part of the Intimates line.

The ladies definitely have the advantage this challenge since they know what it feels like to wear lingerie and what they like. Poor Blake has no idea about female anatomy, which can be fetal for a lingerie challenge.

Heidi threw a wrench into the challenge by adding a twist: the designers now had to create a sexy cover-up for their look. She gave them more time for the challenge, allowing them to work through the night (in pajamas provided by Project Runway). At 3am the designers crashed and slept on mattresses on the runway.

Ashely created a lilac and gray bra and thong. She took Tim and Heidi’s advice to use smaller proportions on the bra. She created a gray thigh length, short sleeve robe with a lilac ribbon to tie it together.

Blake created a bright pink bra and 80s high cut leg panties with a white piece of fabric as his cover-up since he didn’t have time to make one. The bra was a hot mess because he used an underwire, but not a cup.

Candice created an all black bra (that had a small accent of lime green), panties with guarders and guarder belt. You can’t even see what the cover-up looks like, since the model held it in her hand for most of her walk down the runway.

Edmond created a dark purple lace bra and panties set with accents of nude lace. The coverup in a short sleeve robe in matching dark purple.

Jake created a simple black with white poka-dots bra and full covering panties. His cover-up was a piece of fabric tied around the model like a sarong since he didn’t have time to make one. Though, he did a knock-out job with the bra.

Joseph created a matching gray bra and panties with a single peach bow on each. The cover-up was a long sleeve, draped robe in the same peach as the bows on the bra and panties.

Kelly created an unsightly yellow, gray, and black bra and panties. The cover-up is leopard print (she was the only designer to do a print cover-up) short robe with a hood.

Laurie created a fuchsia and dark purple lace bra and high waisted panties. The knot in the middle of the bra looks great. The cover-up has such a great flow, which looked great on the runway.

Lindsey created a royal blue, with hints of peach, bra and full covering (boy short/to hips) panties with peach boyfriend shirt as a cover-up.

Merline created an “architectural” black lace bra and boy short panties with a simple black cover-up.

Swapnil created a white bra and pantie set that had lots of intricate layered straps. His cover-up was a simple white long flowing grecian sleeveless robe.

Top 3: Swapnil, Merline, Ashely
Bottom 3: Laurie, Blake, Jake
Winner: Merline
Should Have Won: Ashely
Going Home: Blake

screenshot from Lifetime YouTube video