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.

In between interviews, a fight breaks out between Shaya and Fatima, but they later forgive each other when she reveals that she is a survivor of female circumcision. Memorable auditions include Stacy Ann's lap dance, Fatima telling the judges about her genital mutilation, and Claire's confession about drinking her own breast milk so her baby can breastfeed when she returns home. After the interviews, the girls are pared down to the final 20, where they participate in a senior class photo shoot and have to do their own hair and make up.

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.

After the show, Fatima unintentionally hits Marvita in the face with her hand, brewing tension. The girls are then taken to Elite Model Management building and they meet Paulina Porizkova and Neal Hamil, and Paulina gives each girl brutal and harsh criticism.

At the photo shoot, the girls have to portray homeless women being surrounded by high fashion models. Most of the girls receive positive feedback, but Amis' over-enthusiasm and Kimberly's dead expressions get criticized. Later, Kimberly admits to Fatima that high fashion is not her interest.