The four remaining girls bare it all at a risque photoshoot. Two of the girls fail to provail, while 2 end up on top. Then the girls get tested on there social skills. Some show too much, and some, no where near enough.

After returning from Paris, the girls resume living in the Flatotel, learning more about go-sees and auditioning for fashion shows. Baby Phat productions, created by Kimora, is holding auditions for their up and coming show and the girls try out. The remaining girls will work it with the top models in the biz at the Baby Phat fashion show during NYC's fashion week.