The girls are left high and dry for their first ever photo shoot, only to discover some painful facts about modelling. One girl goes home with less than she started with.

The remaining girls have to learn to walk down a fashion runway. The fashion shoot is one for Stuff men's magazine where the girls pose in swimsuits in front of glass with water sliding down.

That evening after everyone had finished their shoots for the day Tyra took them out to dinner. The next morning Adrianne woke up and was so sick. She felt hot, shaky, and was throwing up. While at the emergency room, doctors found she had food poisoning. The judges were impressed when Adrianne walked into judging that night wrapped in a blanket looking pale.

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 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.

The four remaining girls bare it all at a risque photoshoot. Two of the girls fail to provail, while 2 end up on top.

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.