After everyone joins a gym, Barney sees Rhonda (the woman he lost his virginity to) there. After learning his performance with her was poor, he loses his confidence with women. He attempts to pick up models at a Victoria's Secret Fashion Show (which includes guest stars Heidi Klum, Marisa Miller, Miranda Kerr, Adriana Lima, Selita Ebanks, and Alessandra Ambrosio). When his attempts fail, he eventually sleeps with Rhonda again and she claims it was the best she's ever had. Wayne Brady reprises his role as Barney's brother in this episode.