The first photo shoot has the women squaring off while posing as famous British and American public figures. New judge Kelly Cutrone and Nigel Barker join guest judge Kelly Osbourne and Tyra Banks on the judges' panel for the first elimination of the cycle.

Some of the models resist getting make-overs and a few of them are unhappy with their new looks. The women take part in an unusual photo shoot where they have to model as toddlers while posing with Kris Jenner as well as her daughters Kendall and Kylie. (guest star Kris Jenner)

The women have to create an ad campaign, which includes casting, wardrobe, providing props and hair and make-up. During the challenge, the models are mentored by Kelly Cutrone, who intimidates some of the women. At the photo shoot for the campaign, some of the models cannot handle the critique and start to break down. (Guest Judge Kat Deeley)

The American women start to break down while the British rally together. One of the women feels defeated and considers leaving the competition. At the challenge, the models are asked to create their own television commercial. During the photo shoot, the women model British couture hats while posing in vintage American cars. Kelly Cutrone and Nigel Barker join J. Alexander and Tyra Banks on the judges' panel for elimination.

The women head to Toronto for fashion week where they have to go on castings to book modeling jobs. Some of the models get discouraged when they don't book any runway shows. At the photo shoot, the women pose in foliage while being covered in maple syrup. (Guest Judge Beverly Johnson)

The women are mentored by "America's Next Top Model All-Star" winner Lisa D' Amato as they are divided into teams to create and record music videos. (Jessica Sutta and Nadine Coyle guest star)

The models are tasked with creating a PSA with some young girls for an anti-bullying campaign, where the winners of the challenge will receive a personal video message from a loved one. At a photo shoot, singer Estelle models with the women, who have to pose as art installations during a dinner party. (Estelle guest stars)

The models go to castings for the opportunity to open a fashion show for one of the Dorchester Collection Fashion Prize finalists with fashion's elite. At a photo shoot, a few of the women struggle while modeling heavy Hello Kitty couture gowns. (Georgina Chapman guest stars)

The final six women head to Macau, where they get a reading from an astrologer and are challenged with re-creating their auras through fashion and beauty. At the photo shoot, the models have to pose in exquisite silk gowns, while accessorized with silkworms crawling on their bodies. (Barney Cheng guest judges)