The third season of Face Off features 12 prosthetic makeup artists competing against each other to create makeup effects. In the finale, they will be voted on by the public in a live broadcast on Halloween. The grand prize for the third season is a position as a guest lecturer at the Make Up for Ever Academies in New York and Paris, a 2012 Toyota Prius v, and US$100,000. The third season was won by Nicole Chilelli of Sacramento, CA
Spotlight Challenge: After picking a key from a chest left in the contestant house, artists travelled to San Diego where they met McKenzie at the HMS Surprise. On the ship were 11 treasure chests that their keys could open up, revealing an inspiration the artist had to use in their creation of an original pirate character "who has become one with the sea".
Spotlight Challenge: After visiting the Thien Hau Temple, the artists working in teams of two must create a Chinese New Year dragon makeup that can withstand the elaborate movements of an acrobatic dance routine. The team members' must also incorporate their own Chinese zodiac symbols in the dragon makeup.
Foundation Challenge: Create a realistic trauma make-up to make it appear that the model withstood a 10-round boxing match.
Guest Judge: Laila Ali
Spotlight Challenge: After visiting the Descanso Gardens, contestants will need to create an original take on a character from Alice's Adventures in Wonderland who has been infected with the zombie virus from Resident Evil.
Spotlight Challenge: After visiting the Bronson Caves and meeting with season 2 winner Rayce, teams of two must create an original superhero and sidekick characters that ties in with one of the mentioned vehicles above
Foundation Challenge: Create an avant-garde beauty makeup that complements the dress the model is wearing.
Guest Judge: Lijha Stewart
Spotlight Challenge: After visiting The Edison, where they viewed the City Watch, Aristocrate, Thug, and Weeper characters from the video game Dishonored, contestants are to create an original take on their selected character. Their final designs not only need to fit in that world, they must also have exaggerated proportions.
Spotlight Challenge: Choosing one of four mock crime scenes in the woods, the artists will need to create an original wesen character (based on the TV show Grimm) that would have most likely committed the crime.
Spotlight Challenge: Create two Halloween-themed characters, an evil demon and a good witch, that will perform in a choreographed stunt show
Guest: Michael Westmore
Guest Judge: Patrick Tatopoulos
The Winner is selected in the next episode.
Episode 12: "Live Finale"
Airdate: October 31, 2012
A live reunion of the contestants with a review of the current season and preview of the next before the winner of Face Off as voted by the fans is announced. Judge Ve Neil made an appearance via satellite in a pre-recorded message to the final three by wishing them good luck as she is busy working on The Hunger Games: Catching Fire.