Emotions explode when one model is confronted about constantly talking behind her competitors' backs, and "Entertainment Tonight" correspondent Kevin Frazier teaches the girls about the importance of never letting their guard down in public, as he reveals candid photos that they didn't know were being taken of them.

Later, the participants arrive at an overseas destination and are swarmed by paparazzi. At the photo shoot, the models are challenged to stand out from their competitors when they all pose together, wearing only underwear, inside a tight telephone booth.

With only three models remaining, the girls are first challenged to shoot a CoverGirl commercial and a national print ad, and after one competitor is eliminated, legendary photographer Gilles Bensimon shoots each of the final two girls with Tyra Banks for the February 2006 cover of ELLEgirl magazine.

Special guests include past TOP MODEL winners Eva Pigford and Naima Mora, photographer Gilles Bensimon, director Sara Dunlop, photographer Kate Martin, and designers Vanya Strok and Nargess Gharani, who serve as guest judges at the first elimination.

Then, the final two models strut their stuff in one last fashion show for London designers Vanya Strok and Nargess Gharani, and one of the competitors is named AMERICA'S NEXT TOP MODEL.

In this week's episode the contestants were critiqued quite harshly by a woman. After the critique, each model took a Polaroid shot to measure how they took the criticism and how it affected their work through their facial expressions. Two photoshoots were taken in this episode, one where the contestants were made up to look like dolls. The other shoot directed by Tyra, required each girl to be photographed crying.

The women are asked to create a signature fragrance and launch the scent at a public event while posing in a bathtub.

In a special fan-curated episode, the eliminated contestants return to battle it out for a chance to return to competition. The models are joined by ANTM legends Nigel Barker and Eva Marcille to help assist them on their journey.