The semifinalists meet in LA and have a pool party to celebrate making it that far. Deciding to have a bit more fun, some of the girls trek out to a local hotspot where one semifinalist gets into a bar fight with a local. Later on, the girls introduce themselves more to the judges and a cut is announced where 14 out of the 34 girls are eliminated. A second cut eliminates 6 more girls and the Final 14 are presented.

A rooftop photo shoot turns into a steamy vacation for the girls. Not long after, one is sent home, than another.

The girls all head to Peter Coppola studios to get their traditional season makeovers. During the hair transformations, one girl gets an extra special facial, and one sees a dentist.

The girls are taken to Runway 101, where J. Alexander teaches them the basics alongside America's Next Top Model herself, Yoanna House. After the lesson, J. takes the girls backstage at a Heatherette fashion show where the girls will be walking. The photoshoot this week has the girls exposing a lot about themselves.

The girls are treated to lessons from Janice Dickinson herself in the art of posing. This will come in useful later when they have to pose in La Perla lingerie in the store's front window. At the photoshoot, a lot of the girls are to model Dooney and Burke's latest line, all while on roller skates.