Modelville was a spin-off reality series from America's Next Top Model which aired within The Tyra Banks Show.

The competition was documented on the Tyra Banks Show on a biweekly basis, except for the finale, which aired almost a month after the penultimate episode.

Bianca talks about how the airport fight caused her to worry a lot about her mother and skip some jobs, Dominique reveals that her boyfriend got someone else pregnant but they are working through it, Renee explains she moved into a dangerous L.A. neighborhood where a baby was shot, Lauren tells about not thinking she is beautiful and is having a hard time pursuing modeling since having to move back in with her mother, Fatima reveals she has been struggling financially due to only booking editorial jobs and hardly has any money to eat.

Dominique and Bianca end up being three hours late to a surprise yet scheduled meeting with Tyra, upsetting the producers.

After a visit from the founder of Carol's Daughter, Lisa Price assigns the girls their products, and they begin to research for their commercials in various ways.

Lauren and Dominique test their products out, Fatima visits the Carol's Daughter flagship store in Harlem, Bianca hits the web, and Renee goes straight to a conference held by Lisa Price.

The friends begin to trash the suite until Dominique states the party is over, after which the girls remove all the guests and are left to clean.

The girls are then sent to an industry party where Renee uses her networking skills while Fatima and Dominique struggle to make a good impression.

Bianca, dealing with her family's response over her coming forward about the airport incident in episode 1, decides to spend the party in the car.

They both receive positive feedback, but Dominique is told she has to move to NYC to pursue modeling, and she realizes that her finances just will not allow her to do so.

Bianca is praised for using the Carol's Daughter tagline in her commercial, but her initial growl when mimicking a woman making faces in the mirror as well as her enunciation are criticized.

A teary-eyed Dominique makes her purpose clear; Renee promises to prove she can give "110%"; Fatima connects Carol's Daughter with her history of struggles; and Bianca says that, even though she has made some mistakes, she wants to show that she can do well with the brand.

However, in episode 2, Tyra originally had planned a challenge for the girls but cancelled it due to Bianca and Dominique's absence.