The second model is eliminated after extreme runway and sexy photo shoot competitions.

The finalists undergo radical transformations; participants share the spotlight with snakes during a photography shoot; a finalist ends up in the hospital; guest judge Jay Manuel.

One girl becomes obsessed with moisture, while another proves she a good liar. All the girls get a real eye openner when they arrive at their photoshoot.

The episode focuses mainly on Elyse, and how the house feels as though she might have an eating disorder. Elyse attempted to convince the girls otherwise, but to no avail. The competition the girls had were to have an interview with Steve Santagati, a member of the press.

The girls head for Wilhelmina where they are told they have to go on go-sees. While there, the girls are surprised with a trip to Paris. When the girls arrive in Paris, Robin proves she's full of hot air.

The four remaining girls bare it all at a risque photoshoot. Two of the girls fail to provail, while 2 end up on top. Then the girls get tested on there social skills. Some show too much, and some, no where near enough.

After returning from Paris, the girls resume living in the Flatotel, learning more about go-sees and auditioning for fashion shows. Baby Phat productions, created by Kimora, is holding auditions for their up and coming show and the girls try out. The remaining girls will work it with the top models in the biz at the Baby Phat fashion show during NYC's fashion week.