In Los Angeles, Tyra Banks, Jay Manuel and J. Alexander narrow down thousands of aspiring models to 33 semi-finalists. The group is put to work right away to partake in a revealing photo shoot on a Sunset Strip rooftop. The models move into their stunning new house and drama immediately unfolds as 13 girls vie for 11 beds. Later, Tyra's dramatic appearance kicks off a controversial photo shoot. One of the 13 models is eliminated. Special guests include "Swirl Twins" Ron and Richard Harris, and photographers Bryan Lynn and Don & Bronson.

Tyra makes a surprise visit to the house to announce that the girls will be getting makeovers by beauty guru Frederic Fekkai. One girl has a meltdown over her new haircut but they all must use their new looks to compete in a fast-paced makeup challenge that is judged by Queen Latifah. One model returns to the house a sore loser and causes a fight that amps up the competition for a "hair wars" photo shoot. One model is eliminated. Special guests include Queen Latifah, photographer & guest judge Tracy Bayne, and hairstylist Frederic Fekkai.