(Ages stated are at time of contest)[1] The 33 semi-finalists started at Los Angeles International Airport and they met with J. Alexander and Jay Manuel.

Then the field was narrowed down to 13 girls by the judges, and the episode also introduced Jaslene Gonzalez, who failed to make the final cut down to 13.

Instead, the girls returned to the house and Tyra surprised them with their living room being turned into a makeshift salon, where they received flowery new makeovers.

They each raced against the clock to put together their entire look, from make-up to wardrobe, during brief elevator stops on a trip to the top of a skyscraper.

J. Alexander prepared the girls with a unique crazy, insane runway exercise from atop a 1/2" wide tight rope.

The next day, their runway skills were put to the test in their rockiest challenge yet, with Bre Scullark (cycle 5) appearing as guest.

The winner of the challenge, A.J., picked CariDee and Megg to jet off to work a star-studded Dennis Quaid Charity Weekend Fashion Show with some past seasons’ contestants in Austin, Texas.

The contestants learned to strike an extreme pose from a contortionist, and model coach, Stacey McKenzie, and were put to the test in a high fashion challenge.

The next day, they learned to show an extreme pose in designer Bao Tranchi's clothing and Erica Courtney jewelry.

and CariDee were hailed for their performances with Eugena's huge improvement also noted while Jaeda and Megg found themselves in the bottom two, both for their bad photos.

Melrose won the reward challenge, which gave her a night to interview stars on the red carpet as part of Entertainment Tonight staff.

Back at the house, Michelle revealed that she might be gay or bisexual, to the surprise of her twin sister Amanda, who became noticeably more introverted after hearing this.

Angered of the things that some of the girls were doing around the house, Brooke saw a box with a present from her parents: Diploma from her high school graduation and decorations.

Then, at a surprise photo shoot, Tyra picked up her camera and surprised the contestants in their backyard with a black-and-white photo shoot where they were asked to look scary with weird contact lenses yet retain their sex appeal at which Caridee and Eugena shone while Amanda and Melrose struggled although both pulled of good shots.

The Girls had a lesson with Dita von Teese in burlesque at which Jaeda and Anchal struggled, Caridee and Melrose tried to hard and looked "too Stripper" while Amanda and Eugena did well.

Melrose won her third challenge and brought Amanda, Michelle, and Brooke for a Seveneteen magazine editorial spread photo shoot as her reward.

To test their new sense about the fine line between 'sexy' and 'sleazy,' Jay Manuel met the contestants for a second photo shoot depicting romance novels with model Fabio.

In a shocking end, Eugena was saved for the second time because of her strong contacts photo and Brooke was ironically eliminated on the night of her high school graduation.

Finally, the girls met with yoga instructor Shirley Archer for a relaxing time of meditation, and Jaeda impersonated Tyra at eliminations while all the contestants were in a dressing room.

The girls got even more physical with NASCAR driver Stanton Barrett for a competition where they had to take their own shots using a remote controlled camera.

Although accidentally denting Stanton's car, Michelle won the challenge and picked Amanda, CariDee, and Melrose to share her reward.

Anchal was eliminated for letting her lack of self-confidence consistently hold her back and not trying "to fake it until she makes it" if she was so determined to be in the competition.

Once the girls landed in Barcelona, they were happily surprised when their driver made several stops along the way to pick up male models who would be part of their next challenge.

Eugena and CariDee teamed up, as did the twins, while Melrose decided to hit the streets alone, a strategy that seemed to pay off as she managed to attend the most number of auditions.

For this week’s photo shoot, the girls arrived at the La Monumental bullfighting arena and met their photographer, Nigel Barker.

Michelle’s insecurities finally overwhelmed her as she broke down in front of the judges, conflicted by her doubts of whether she really wanted to be a model.

Later that night, the girls shared a dinner with runway coach and judge Miss J. Alexander, before returning to their apartment to rehearse their dance steps.

They warned Eugena about her bland expressions, although her final photo was praised and still had reservations about Amanda’s stiffness and awkward posing while criticizing CariDee's weak physical demands of being a model.

While Eugena once again started off with bland takes, she finally turned on the charm for a great delivery, while Melrose struggled with her being over-prepared.

The final segment began with Jay Alexander dressed in a black wedding gown running out on the catwalk, screaming theatrically, and the girls followed suit, with CariDee overdoing it.