Supermodel Tyra Banks welcomes a new group of top model wannabes to Los Angeles, where some girls from the past are given a second chance, another finds herself stripping after a game of truth or dare and all of the girls showcase their best runway strut.

The finalists are taken headfirst into their first challenge, a dramatic photoshoot where they pose as aliens taking over LA. One girl's attitude worsens during the makeovers when she is told she will not be having one. Tyra gives her a hair raising alternative.

The girls have a sporty runway challenge, and the winner walks away with something extra special. At elimination, one girls ends up in the hospital.

The girls are faced with a dual challenge. At the photo shoot, one girls breaks away from her usual habits, while another falls into a bad one.

When Jay greets them for their next photoshoot, the girls are surprised to learn they will be turned into a different ethnicity.

The girls are taught first hand how they shouldn't sign a contract without knowing what it is. Tyra gives them a few pointers about the business side of modeling, including that any agency that asks for money upfront is a scam. Later, the remaining girls get ready for an industry party for Covergirl Cosmetics which also serves as a secret competition. The photoshoot for the week is very wet and windy, and many of the girls have difficulty pulling a good pose.

Tyra gets upset with one of the girls, when she is sent home and she doesn't represent any sadness, while another girl, who is also eliminated, cries her eyes out.

The girls are put on the spot in this week's challenge. One girl has a hard time disassociating the photo shoot from her personal life.

The girls go to South Africa and learn about the country's fashion and history.

The girls make their own outfits out of items they find in the nature surrounding the place of the shoot.

One of the girls wins a dance challenge where her belief that she is special irritates the other contestants; then she and another girl get into a huge confrontation. Next, the models pose and dance with male models. Keenyah stops the photo shoot when she feels betrayed by the one of the male models.

In Cape Town, South Africa, the three remaining models are challenged to perform in a CoverGirl Outlast make-up commercial, and after the challenge one girl is eliminated, leaving only two to fight for the number-one spot.