With only three models remaining, the girls are first challenged to shoot a CoverGirl commercial and a national print ad, and after one competitor is eliminated, legendary photographer Gilles Bensimon shoots each of the final two girls with Tyra Banks for the February 2006 cover of ELLEgirl magazine.

Special guests include past TOP MODEL winners Eva Pigford and Naima Mora, photographer Gilles Bensimon, director Sara Dunlop, photographer Kate Martin, and designers Vanya Strok and Nargess Gharani, who serve as guest judges at the first elimination.

Then, the final two models strut their stuff in one last fashion show for London designers Vanya Strok and Nargess Gharani, and one of the competitors is named AMERICA'S NEXT TOP MODEL.

In this episode, the twelve remaining contestants received makeovers. During the makeover process, Jay spoke with each of the girls to establish a name for their individual style, which they later had to attempt to embody in a clothing challenge. For the photo shoot, the girls posed with ice sculptures.