The 33 semifinalists are driven to San Fernando Valley, California, where they meet Alpha J and Beta J (Jay Manuel and Miss J.) at the fictitious “Top Model Institute of Technology”. Inside, they go through a series of reviews and catwalk analysis. Later, Tyra-bot (Tyra Banks) meets the contestants and individual interviews begin. In between, Isis reveals that she is transgender, surprising some of the other contestants. Twenty of those vying continue and they take part in the first photo shoot – posing in blue metallic catsuits. After final deliberations, fourteen contestants are chosen.

The fourteen finalists are driven to their homebase loft in Los Angeles, California. The contestants ask Isis King questions regarding her gender transition, drawing both empathy and disdain. The next day, they visit Magic Castle, a private club for magicians, where judges Nigel Barker, Paulina Porizkova and the Jays conduct one-to-one interviews with the contestants. The photo shoot theme was voting with each model portraying a political issue.

The contestants meet posing coach Benny Ninja and contortionist Bree Robertson for a lesson on extreme posing inside fabric tubes. The following day, the posing challenge features Tarina Tarantino jewelry and handbags. Many of the girls utilize awkward poses, but Sheena's inappropriately suggestive pose gets criticized. Elina wins the challenge, and receives a handbag full of the featured jewelry for being the best.

The girls are ecstatic when Tyra announces it's time for makeovers, but of course tears are shed at the end results of the maneuver. Meanwhile, supermodel Susan Holmes stops by to guide the girls through a swimsuit-themed photo shootTyra joins the models over pizza, after which she announces that makeovers will commence the following day. Unlike most previous cycles, the girls are not aware of their new looks until after they are completed. Many of them love their new look, but Elina cries expressing that her look does not fit the image she has of herself. Afterwards, the girls are taken to Wal Mart for a CoverGirl makeup challenge in which they have to record a 30-second commercial without a script. Hannah's commercial is deemed the best, earning her a featured spot on the CoverGirl website and a $1000 Wal Mart gift card.

The girls get a runway lesson at a bowling alley from J. Alexander. The next day, they participate in a runway show for Jeremy Scott. There are two twists. Firstly, they will be wearing see-through blindfolds, and secondly, one girl will be instantly eliminated following the challenge. Despite being instructed not to do so, Samantha pulled up her dress while posing on the runway. However, Hannah was deemed the worst walker and was thus eliminated. Hannah is the second ANTM contestant to be eliminated outside of judging panel. The first is Magdalena Rivas of Cycle 3. Joslyn's performance was deemed the best, winning her a photo shoot for Seventeen which she shared with Isis and Sheena.

Paulina drops by to give the models a lesson on how to model unflattering clothing. Meanwhile, the photo shoot of the week requires the ladies to pose as Los Angeles natural disasters.

Tyra helps the ladies find their best pose and gets them ready for a photo shoot. Later, the models will lean how to express emotion while attending a fake awards ceremony. Finally, the judges remove one more model.

This is the recap episode featuring some never-before-seen footage, including Samantha being left without a bed at the start of the competition, an argument between Elina and Sheena regarding animal activism, McKey cooking meals for the girls because she feels left out, Sheena losing hair during her makeover, Nikeysha rapping, a night out at Red Pearl Kitchen in Hollywood and a bee attack.

The girls get a lesson from the Aswirl Twins on how to properly showcase a garment. This is immediately followed by a challenge in which they must wear a green bodysuit to mask their bodies via greenscreen while modeling clothing for Petro Zillia, judged by Ann Shoket.

When the girls arrive in the Netherlands they are split into pairs to find their house through a series of tasks. The girls then go to the Red Light district for yet another challenge, this time posing as store-front models selling various designers' dresses.

The girls go on 'go-sees': this is defined as simply an appointment arranged by the model or actor/actress (or by the agency). It is an opportunity for the model or actor/actress to interview with clients such as magazine editors, art directors, casting directors, catalogue houses, and the people who make TV commercials and movies.

Paulina teaches the models how to hold an object in their hand while modeling, such as a fish or toilet paper. Later, a group of guys are invited over for a night of fun by the girls.

The final three received Tyra Mail informing them that their CoverGirl commercials would be the next day. When they arrived, the girls found out that the commercials would be held on a boat traveling through Amsterdam, and that they would each have to deliver a "scene-stealing kiss" at the end of the commercial.