35 girls arrive at "Top Model Prep" where they meet Mr. Jay Manuel and Miss J. Alexander. They shoot a class photo before commencing runway lessons with Miss J., where Lauren is seen as the weakest walker. Next, the girls attend a bonfire where the "Homecoming Queen" is going to be announced. The cheerleaders by the stage are revealed to be a few contestants from past cycles. Mr. Jay then announces that the finalists will be taken to New York City. Homecoming Queen turns out to be Tyra, who surprises the girls, coming from behind the curtains. Casting interviews then commence.

The girls are taken to their loft in New York City featuring a humanitarian theme. Amy decides to change her name to "Amis". To Amis, Fatima and Kimberly's frustration, there is a "no smoking" sign which leads them to smoke outside of the loft. Mr. and Miss J. arrive and round up the girls for a city tour. The final stop is a Badgley Mischka runway show.

The girls receive Apple Bottoms apparel that come in white purses. Allison gets offended when Fatima tells her that she has a larger body than hers, and Allison reveals her past struggles with anorexia. The girls are taken to Wal-Mart for a CoverGirl make up challenge, which Claire wins. Back at the house, Allison uses dolls to represent the earlier incident between herself and Fatima. Using an African American doll to represent Fatima, Allison takes a jab at her by saying that Fatima "likes to take it from the back because she's black"

The girls are taken to the New York City Fire Department where they meet Miss J. for a runway teach. They have 90 seconds to change into proper outfits, but Fatima fails to change shoes. The mock runway is performed in front of the firefighters.

The girls meet posing instructor Benny Ninja, who teams up with supermodel Vendela Kirsebom to teach the girls the different poses for catalogue, commercial and couture shoots in an abandoned warehouse. Back at the house, Whitney creates a phone list which is a schedule that assigns each girl a limited amount of time to call home. When Dominique misses her phone time, she causes a row with Whitney, escalating to the point where Dominique accuses Whitney of being a racist, of which the latter denies.

This episode starts with Dominique's alarm clock going off sporadically throughout the night, irritating her roommates, mostly Claire. Tension mounts when Lauren, Claire, and Whitney accuse Dominique of being a negative person, and gang up on her bringing her to tears. But her mom convinces her that she is better than them and Dominique believes her and tries to ignore them.

Tension brews when Lauren accidentally dumps away Fatima's unfinished coffee. While Fatima remains calm, Lauren starts swearing at Fatima.

This was the cycle's recap episode. It reviewed the first seven episodes and showed some never-before-seen footage, including Stacy Ann singing to the judges during casting, Claire's breastmilk-pumping antics, Marvita parading around the house naked as well as annoying the other girls by playing badly on a guitar, the New York firefighters' mock runway show, Anya photographing the other girls, a playful wrestling fight between some girls and a fun night out at "Libation", a New York pub, where Stacy Ann takes a bottle of "complimentary" vodka back home.

The girls learn about interview skills from Paulina Porizkova. Lauren cuts the tip of her thumb while chopping onions and needs stitches.

The girls arrive in Rome, where they tour the city before going to their new home. Not long after, Fatima comes down with a fever and Anya helps her by bringing her dinner while Dominique gossips about her.

The girls are brought to a gladiator fighting school, where fighting instructor, Alex Mariotti, teaches them the basics of gladiator fighting. After donning gladiator costumes, Mr. Jay and Miss J. explain that the teach was supposed to help them bring out more versatility and power in their photos, before revealing the photo challenge, using the moves that they have just learned but still keep grace and composure. Whitney wins the challenge and is given a €1000 shopping spree, and chooses Anya to accompany her.

In order to better understand their role in front of the camera, the girls are given a lesson in photography. This is followed by a challenge in which they must direct and shoot Paulina Porizkova, as Seventeen editor Ann Shoket looks on. Dominique's lack of focus and Anya's over-enthusiasm gets critiqued, while Fatima and Whitney's professionalism gets praised. Fatima is chosen as the winner, with a reward of 50 extra frames at the upcoming photo shoot.

The remaining three girls are put to the test when they have to shoot a commercial and a photo shoot for CoverGirl LashBlast Mascara. It is revealed that the winner of the cycle will have her ad on a billboard in Times Square. During the commercial, all of the girls struggle with their lines, but still manage to look like real CoverGirls.