as her boss, thanks to Kristen’s scheme, and they were on the floor planning Countess W’s. advertising, marketing strategies, new accounts, etc., when they decided they had to name their new lipstick. When they shifted their work over to Jenn’s, Johnny came out and decided he wanted to help with the naming of the lipstick and said "why don’t you just name it what it is," at which point E.J. started brainstorming for a name, indicating Johnny should be put on the payroll. After thinking with his now brilliant cosmetic mind, he tells Sami, after all, what is it …. it’s waterPROOF; smudgeProof; smearPROOF (or something like that, accenting the word "Proof", then looks at Sami and says, "You Know You’re Beautiful," and Sami replies, "Now Prove IT," hence the new lipstick prototype was named (you guessed it) "PROOF."