The new 33 semifinalists are sent out on a Caribbean cruise where they take part in a life-jacket runway challenge and participate in a beach-themed photo shoot. Jaslene Gonzalez makes an appearance and the 13 finalists are chosen.
Jay Manuel introduces the models to their new "green" form of transportation. They move into their environmentally friendly Los Angeles mansion and get a lesson in style from J.
J. Alexander devises a uniquely scary way to train the models to improve their runway walk. The models help one girl with her image, while two others get into a heated argument. After a couture runway challenge wins Saleisha a trip to Paris, the girls are left hanging in the air for an edgy high fashion photo shoot on a rock-climbing wall. The bottom two are Bianca and Kimberly, and Kimberly is eliminated.
Tyra gives the girls a video sneak peak at their upcoming hair makeovers. Most of the models receive dramatic makeovers, most to their liking, but one is driven to the breaking point when she has to cut off all her hair. Later, the girls participate in a runway challenge and "pose-off" in a jungle photo shoot. Saleisha and Victoria are in the bottom two, and Victoria is eliminated.
Benny Ninja gives the girls a lesson on how to pose with movement. The models must pose in the air while jumping on a trampoline. Later, the girls participate in a challenge where they have to pose in the air while being partnered and lifted by an ice skater. Finally, the girls participate in a photo shoot located on the top of a building where they pose as fashion gargoyles. Janet and Ambreal end up in the bottom two, and Janet is eliminated.
Male model Tyson Beckford surprises the models at the house and gives them a lesson in spokesmodeling. They are tasked to peform an impromptu sales pitch and a few of the girls have a hard time concentrating on their task.
This episode is a recap and clip show, featuring never-before-seen footage from the auditions up through the most recent elimination.
Tyra surprises the girls with an in-depth lesson on modeling in front of a moving camera. Later, the girls are tested on their new skills when they participate in a video shoot for Enrique Iglesias's new single. Lisa and Heather both get featured parts in the video, however Heather has health issues after completing her role. At panel, it's Sarah and Chantal in the bottom two, and Sarah is sent home.
The models go to FIDM (Fashion Institute of Design and Merchandising) and are paired with a student designer to be their creative muse. The next day, the models walk the runway in a fashion show where they also have to speak about the custom made dress they're wearing.
The models arrive in Shanghai, China. Upon exploring their penthouse suite, they discover that there aren't enough beds and a conflict ensues when Saleisha won't share her king size bed.
The remaining five models are sent on designer go-sees in Shanghai. Only Saleisha and Bianca manage to make it back by the deadline. Later, the models are photographed by Nigel Barker and must stand out in a crowd of Chinese costume dragons and lions. At panel, Jenah and Heather are in the bottom two, and Heather is eliminated.
The girls leave Shanghai for their new home in Beijing. During a heated shopping challenge, the models must reinterpret a traditional Chinese dress into one reflective of their personal style. Later, the girls participate in a warrior-themed photo shoot on the Great Wall, with Tyra as the photographer. At panel, Bianca is eliminated.
The final three models are put to the test in their second to last shoot- a commercial and national print ad for Cover Girl. Top Model Season 8 winner Jaslene makes an appearance to share some knowledge.