During semi-final casting, the girls must meet with Tyra one on one to show their personality and walk in an impromptu fashion show to impress J. Alexander and Jay Manuel to make the cut Robin Leach ("Lifestyles of the Rich & Famous") and photographer Mike Ruiz make guestappearances.

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The chosen final 13 become Superheros for their first photo-shoot, and two girls get 'acquainted' in the 'Top Model' limo...

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In the second hour, the 13 finalists find that they will live like real-life supermodels when they move into their new Bel-Air mansion home and are driven around town in an extravagant stretch limo. Later, one model trips while strutting her stuff in a Life & Style fashion show, and another model shocks everyone when she dives in to kiss a competitor. One of the 13 models is eliminated.

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At a Beverly Hills salon, Tyra, Jay Manuel and celebrity hairstylist Louis Licari surprise the models with their plans for their makeovers, and the girls are sent on a shopping challenge by personal stylist James St. James along the famous Rodeo Drive to show their personal style. Personal stylist James St. James also serves as a guest judge. Later, one competitor annoys the others by giving out too much advice, and at a photo shoot with guest photographer Craig De Cristo, the models are spilt into pairs with matching outfits and are judged on who poses better. ...

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When the models must point out each others worst physical features, one girl's harsh comments stirs tension, and Twiggy and Jay Manuel teach the competitors how to turn their negative flaws into positive. Photographer Jay Goldman makes a guest appearance and Smashbox Enterprises co-owners Dean and Davis Factor serve as guest judges. Later, Janice Dickinson makes a surprise appearance that leaves one of the models in tears. At a photo shoot, the models are challenged to take plastic surgery to the extreme with exaggerated make-up and devices.

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Supermodel Iman surprises the girls when she stops by the house to share her beauty secrets, and TV personality/comedian Chris Spencer challenges the models skills on to be an effective spokesperson for a skin care product. Photographer Jason Wilheim makes a guest appearance, and director Bill Heuberger serves as a guest judge. Later, the models demonstrate their ability to juggle a supermodel's busy schedule when they must film a commercial, pose for a photo shoot and be interviewed by "Entertainment Tonight" correspondent Ryan Devlin all in one day. Meanwhile, a ...

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Tyra directs a surprise, no-frills photo shoot with the models, and during the weekly challenge after enduring grueling work out, the models must immediately outshine each other at a meeting with the top editors from ELLEgirl magazine. Photographer Richard Dean serves as a guest judge. Later, the girls pose in the style of a 1940's pin-up model, complete with tight corsets, in an ad for the new Ford Fusion automobile.

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The models visit Top Model Cycle 3 winner, Eva Pigford, on the set of an ELLEgirl magazine photo shoot where the beautiful models are made up for a challenge to look angry while posing in wild scenarios with the stars of MTV's series "Wild Boyz," and one model attempts to steal attention with her crazy antics. Photographer Nadia Pandolfo serves as a guest judge. Later, the models meet with top entertainment manager Benny Medina who selects one competitor to appear in a guest starring role in the November 9 episode of VERONICA MARS.

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Emotions explode when one model is confronted about constantly talking behind her competitors' backs, and "Entertainment Tonight" correspondent Kevin Frazier teaches the girls about the importance of never letting their guard down in public, as he reveals candid photos that they didn't know were being taken of them. Special guests include Model Jenny Shimizu, celebrity photographer Mark Anderson and photographer Nick Maroudias, who also serves as guest judge. Later, the participants arrive at an overseas destination and are swarmed by paparazzi. At the photo shoot, ...

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Challenged by J. Alexander to pose like statues in a park, the models find the task to be a little too realistic as they're swarmed by pigeons, and after one competitor suspects another of stealing, she retaliates leading to a series of escalating confrontations. Photographer Barry Lategan serves as guest judge. At the photo shoot, the models pose as modern interpretations of classic art for legendary photographer Barry Lategan, who took the first photo of Twiggy in 1966.

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After Barney's New York Creative Director Simon Doonan and Twiggy teach the girls about the different British fashion trends, the competitors are sent to impress top London designers by dressing in each trend and whoever performs the best earns a special advantage over her competition. Designer Barbara Hulanicki serves as guest judge. Later, the models are photographed by Nigel Barker at a Bollywood-inspired photo shoot, but before they step in front of the camera, one model takes medicine from another and then regrets it.

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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 ...

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