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.<br /> <br /> 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.<br /> <br /> 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.<br /> <br /> 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.

The girls receive Apple Bottoms apparel that come in white purses. Allison gets offended when Fatima tells her that she has a larger body than hers, and Allison reveals her past struggles with anorexia. The girls are taken to Wal-Mart for a CoverGirl make up challenge, which Claire wins. Back at the house, Allison uses dolls to represent the earlier incident between herself and Fatima. Using an African American doll to represent Fatima, Allison takes a jab at her by saying that Fatima "likes to take it from the back because she's black"<br /> <br /> Later, the girls receive their makeovers. To mimic a true agency, Tyra doesn't tell the girls their makeovers. Fatima's new weave comes with a lot of pain, but she ends up loving it. There is general satisfaction among the other girls as well, except for Stacy Ann, who wished for Naomi Campbell's long hair.<br /> <br /> The photo shoot takes place on a yacht with the Brooklyn Bridge in the background. They meet Elle Macpherson and model her line of lingerie called "Intimates".

The girls are taken to the New York City Fire Department where they meet Miss J. for a runway teach. They have 90 seconds to change into proper outfits, but Fatima fails to change shoes. The mock runway is performed in front of the firefighters.<br /> <br /> Tension brews in the house when Aimee calls a shower all to herself, being uncomfortable nude in front of others. When Whitney defends Aimee's conservative views, Fatima and Marvita instead vent their frustrations on Whitney.<br /> <br /> The girls are then taken to a runway show where they have to walk for fashion label "Tuleh", and they meet Cycle 8 winner Jaslene Gonzalez, who critiques them after the show. Fatima and Whitney's wardrobe malfunctions don't go unnoticed, and Lauren's speedy walk is heavily criticized. Katarzyna wins the challenge, and picks Amis and Marvita to join in her prize - a Lot 29 photo shoot in Seventeen magazine with Jaslene.<br /> <br /> For the week's photo shoot, the girls are taken to the Meat Packing District, posing with and wearing meat. Aimee, Amis and Fatima all struggle in the strange environment.<br /> <br /> Twenty minutes before panel, Amis is still sleeping, and she only has time to don a headband and sweater. Unsurprisingly, she is criticized for not dressing like a model. While Anya and Whitney shine, Tyra tells Lauren that she would have been called first if not for her bad walk.

The girls meet posing instructor Benny Ninja, who teams up with supermodel Vendela Kirsebom to teach the girls the different poses for catalogue, commercial and couture shoots in an abandoned warehouse. Back at the house, Whitney creates a phone list which is a schedule that assigns each girl a limited amount of time to call home. When Dominique misses her phone time, she causes a row with Whitney, escalating to the point where Dominique accuses Whitney of being a racist, of which the latter denies.<br /> <br /> For their challenge, Benny and Vendela test their knowledge of the three types of poses by pitting them against each other in a posing challenge. Team B, consisting of Claire, Katarzyna, Marvita, Stacy Ann and Whitney, ultimately wins a trip to a swag tent. Claire is deemed the best overall and wins an additional prize - a trip to Bora Bora.<br /> <br /> The week's photo shoot required the girls to do an extreme beauty shot with paint as their main makeup. Most girls deliver once again but Fatima, Marvita and Whitney all struggle with their shoots.<br /> <br /> At panel, most of the girls are praised for strong shots, especially Stacy Ann's, but Marvita and Whitney's pictures are deemed unsatisfactory. The judges think Fatima's picture is beautiful but she is heavily criticized for not shaving her armpits, which shows in her picture.

This episode starts with Dominique's alarm clock going off sporadically throughout the night, irritating her roommates, mostly Claire. Tension mounts when Lauren, Claire, and Whitney accuse Dominique of being a negative person, and gang up on her bringing her to tears. But her mom convinces her that she is better than them and Dominique believes her and tries to ignore them.<br /> <br /> Tyra teaches the girls how to pose at the end of the runway and how to pose while looking pained. She then declares a pose-off, in which Anya impresses Tyra the most. The teach was actually a secret challenge, and Anya wins a chance to shoot timeless nude photographs taken by Nigel Barker.<br /> <br /> Whitney is commended for her photo, while Fatima is finally given approval for her range of poses. Katarzyna produces her best photograph to date while sporting a wig, which inspires Tyra to give her a haircut.

Tension brews when Lauren accidentally dumps away Fatima's unfinished coffee. While Fatima remains calm, Lauren starts swearing at Fatima.<br /> <br /> The girls arrive at the Elite building for their go-sees challenge, and are split into two groups of four. The models walk for three designers, where they all receive rather positive reviews but the designers criticize Lauren's walk. There is concern that Whitney and Dominique's dislike of each other would impede their team's progress, but their team nevertheless wins the challenge, with Stacy Ann receiving the most bookings in the winning team. The entire team wins a shoot for the June issue of Seventeen magazine.<br /> <br /> At the photo shoot, the girls have to pose over a mylar sheet in water from the off-Broadway show Fuerzabruta. Claire hurts her neck after falling straight down on the sheet, causing her to struggle with her shoot. Despite the advantage of her awkward look in her past photos, Lauren receives negative critique from Jay during the photo shoot. Katarzyna also receives her new haircut, which she takes great delight in despite tearing up a bit at first.

This was the cycle's recap episode. It reviewed the first seven episodes and showed some never-before-seen footage, including Stacy Ann singing to the judges during casting, Claire's breastmilk-pumping antics, Marvita parading around the house naked as well as annoying the other girls by playing badly on a guitar, the New York firefighters' mock runway show, Anya photographing the other girls, a playful wrestling fight between some girls and a fun night out at "Libation", a New York pub, where Stacy Ann takes a bottle of "complimentary" vodka back home.

The girls learn about interview skills from Paulina Porizkova. Lauren cuts the tip of her thumb while chopping onions and needs stitches.<br /> <br /> This week's challenge required the girls to work a "green" carpet at a 7 Up party and handle themselves well at the party. Anya is praised for her ability to connect with others, and wins another nude photo shoot for 7 Up and $10,000 as payment.<br /> <br /> Tyra Mail hints to the girls that they are going abroad, and the girls pack their belongings. They are taken to an airplane-themed photo shoot where Jay tells them that they will be portraying a group of jet-setters boarding the airplane, using their suitcases as props. Fatima runs into trouble regarding her travel document and misses the photo shoot because of an appointment she had made to fix the issue at the consulate.<br /> <br /> After the shoot, the girls are surprised that judging will take place immediately - at the tarmac hangar-and revealing that after the judging, they will be jet-setting for their abroad location; but Tyra didn't tell them where they will go to save it for last. Most of the girls are praised especially Dominique for being perky in her photo despite her "manly" face (with Tyra remembering Cycle 6's Joanie in her Krumping Photo Shoot). Whitney was criticized for being too "pageantry" (but Jay Manuel gave her credit for working hard on set). Stacy Ann was lambasted for not knowing her angles.

The girls arrive in Rome, where they tour the city before going to their new home. Not long after, Fatima comes down with a fever and Anya helps her by bringing her dinner while Dominique gossips about her.<br /> <br /> Claudio Brassini gives the girls a fashion tour on Segways. Then they go to their challenge, where Gai Mattiolo judges their walks and how they look in his clothing. Anya wins the challenge and her prize is a long, white, red carpet dress, designed by Gai Mattiolo.<br /> <br /> The girls film a CoverGirl commercial in Italian. Fatima, Katarzyna and Whitney are the only ones able to get their lines out fully. Jay calls out Whitney for acting too fake, Katarzyna for being too flat, while naming Fatima the best of the day. Anya's lines are unintelligible, Dominique overacts and doesn't get many words right, while Lauren gives up, saying that she is not a CoverGirl.

The girls are brought to a gladiator fighting school, where fighting instructor, Alex Mariotti, teaches them the basics of gladiator fighting. After donning gladiator costumes, Mr. Jay and Miss J. explain that the teach was supposed to help them bring out more versatility and power in their photos, before revealing the photo challenge, using the moves that they have just learned but still keep grace and composure. Whitney wins the challenge and is given a €1000 shopping spree, and chooses Anya to accompany her.<br /> <br /> The girls are taken to a Roman castle for their photo shoot dressed in modern Renaissance fashion, where Tyra shoots them. All of the girls but Katarzyna and Whitney receive praise. At panel, Dominique is heralded for producing a gorgeous shot, but is criticized for dressing too "game-show"-ish. Anya's photograph receives universal praise, though the judges voice concern over her generic personality. Katarzyna is criticized for having dead eyes in her photograph (with Paulina Porizkova saying that her eye expression was supposed to work out but didn't came through)and for her seemingly flat personality, while Whitney is criticized for her "cramped" poses.

In order to better understand their role in front of the camera, the girls are given a lesson in photography. This is followed by a challenge in which they must direct and shoot Paulina Porizkova, as Seventeen editor Ann Shoket looks on. Dominique's lack of focus and Anya's over-enthusiasm gets critiqued, while Fatima and Whitney's professionalism gets praised. Fatima is chosen as the winner, with a reward of 50 extra frames at the upcoming photo shoot.<br /> <br /> At the photo shoot with Nigel Barker as the photographer, the girls portray Italian movie stars being pursued by the paparazzi. Mr. Jay and Nigel experience difficulty getting the girls into character, leaving all feeling vulnerable. At panel, Anya is commended for a stunning photo, though it is noted that it was essentially an accident and that she required continual coaching from Jay. Whitney is told by Paulina that she at last produced a photo that does her beauty justice.

The remaining three girls are put to the test when they have to shoot a commercial and a photo shoot for CoverGirl LashBlast Mascara. It is revealed that the winner of the cycle will have her ad on a billboard in Times Square. During the commercial, all of the girls struggle with their lines, but still manage to look like real CoverGirls.<br /> <br /> During judging, the judges commented that Whitney's commercial was average but deemed her photo stellar, while they were not impressed by Fatima's robotic performance in her commercial. Anya's commercial is described as a "trainwreck", but that is overlooked by her personality on film and her stellar look in the commercial. However, her beauty shot, as portrayed by Paulina, came off as her looking "stupid".<br /> <br /> Anya was called first for her personality in her commercial, leaving Fatima and Whitney in the bottom two, both for the fourth time. Tyra is still not clear who Whitney actually is and whether she is not as beautiful as she seems to be and act. They also criticize Fatima for being stubborn and uninspiring in photo shoots. Whitney moves on and Fatima is eliminated.<br /> <br /> Nigel shoots the final two's Seventeen magazine cover for the July edition, where they both do a good job.<br /> <br /> The two finalists must then compete in a Italian fashion runway show. Anya and Whitney compete against each other in Versace gowns, with their outfits handpicked by the designer herself, Donatella Versace. During the show, Whitney and Anya both have their up's and downs for their runway walks.<br /> <br /> During the final deliberation, Whitney was told she did a very good job except that she forgot to pose long enough at the end of the runway. Anya was told she didn't walk as strongly compared to Whitney's confident strut, but she still looked stunning. The judges then examine both Anya and Whitney's body of work. The judges felt that Anya's photos were more "edgy" and "high fashion", while Whitney's were more "warm and approachable".