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Ep. 5: From New York to London to Milan. Plus a Subdued Donatella

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Lots of celebrities but not a whole lot of action last night, on episode 5 of Bravo's The Rachel Zoe Project. The episode opened with Brad packing the 65 or so pairs of designer shoes lining the perimeter of his New York hotel room only so they could be whisked off to Milan Fashion Week and lined up around the perimeter of his next hotel room. Meanwhile, Rachel and Rodger make a last minute side trip to London so Rachel can check out Burberry with her client and buddy Kate Hudson.

Other appearances last night included Julianne Moore hanging around in front of her ad campaign and talking about birds at a Bulgari party, and a surprisingly low-key appearance from one Donatella Versace. Oh, and—shocker—biological clocks and still-nonexistent Oscar dresses were discussed.

And, with that, our top ten moments:

10.) This is really more of a worst moment but it deserves mention: Who else wanted to crawl under a rock forever when Kate Hudson started singing? Not that it was bad so much as it was so close-eyed and earnest. Maybe caring just makes us uncomfortable.

9.) Kate—and a whole bunch of champagne (she stumbled into the hotel room with a half-full flute)—did really loosen Rachel up. Enough to consider a tropical vacation? Yes. Enough to consider a bikini? No. Oh, and even accompanied by her most free-spirited friend and totally wasted she still calls herself "frigid."

8.) Probably needless to say babies and atrophied ovaries are brought up in just about the same breath and Rachel wasn't exactly thrilled: "Do you want me to swim or do you want me to have a baby?" Whatever, aging schmaging: Everyone's 12! Kate feels it (even if she don't look it); and later, Donatella flatters Rachel by saying she's only 12. The flattery ended at Rachel however and Rodger barely gets a nod.

7.) When Rachel finally makes it to Milan she literally goes straight from the airport to a high-end vintage store where Brad asks if a particular garment is a men's poncho. She responds: "Omigod, I hope so!"

6.) Who noticed that that sort of pinafore looking swing coat thing with the big bow that Rachel fondled at said vintage shop showed up on her person like two scenes later? Amazing.

5.) The face Rachel's made—sheer horror mixed with fascination—upon seeing a Missoni handbag fashioned partially from chicken feet. Our expressions concurred.

4.) Rodger spent the evening of the Burberry show "convalescing" in the hotel room. The term gave us a good chuckle but its implied weariness also had us wondering why on earth he's even there—their anniversary is over and we're guessing Rodger isn't dying to sit front row at Versace, nor does he need to. In response to his constant complaining, Brad finally tells him: "Suck it up, lady."

3.) Rachel came out of the closet: "I'm just a big old fag hag!"

2.) Brad on Donatella: "She's like the Madonna of fashion!"

1.) Feeling guilty about showing up in fur—but really, really like fur? Buy secondhand and take heart: "It's real but it's vintage so it doesn't count!"

· All Rachel Zoe Coverage [Racked]
· The Rachel Zoe Project [Bravo]