Benny Ninja, famous for his posing skills, teams up with supermodel Vendela to teach the girls the different stances for catalog, commercial and couture shoots by pitting them against each other in a posing battle on the streets of New York. Vendela also serves as a guest judge. One of the girls starts to feel the pressure of the competition and questions whether she is Top Model material.

The models are spilt into two teams for go-sees with Shoshanna Lonstein, Pamella Roland and Stacey Bendit from Alice & Olivia. The girls join Mr. J for a photo shoot on Broadway at the Fuerza Bruta show and find out they will be shot through a plastic sheet while laying face down in water. One model is injured, while another gets a second makeover at the shoot.