The girls are taken to their loft in New York City featuring a humanitarian theme. To Amis, Fatima and Kim's frustration, there is a "no smoking" sign which leads them to smoke outside of the loft. Mr. and Miss J. arrive and round up the girls for a city tour. The final stop is a Badgley Mischka runway show.
After the show, Fatima unintentionally hits Marvita with her hand, brewing tension. The girls are then taken to Elite Model Management building and they meet Paulina Porizkova and Neal Hamil, and Paulina gives each girl brutal and harsh criticism.
At the photo shoot, the girls have to portray homeless women being surrounded by high fashion models. Most of the girls receive positive feedback, but Amis' over-enthusiasm and Kim's dead expressions get criticized. Later, Kim admits to Fatima that high fashion is not her interest.
At judging, Paulina Porizkova is revealed to be the new panel judge, replacing Twiggy. When Kim is called, she states her lack of desire for the fashion industry, and proceeds to quit the competition. She is the third contestant to voluntarily leave the show, after Cycle 5's Cassandra Whitehead and Cycle 9's Ebony Morgan.
Despite the shock, Tyra announces that there will still be an elimination. Anya, Claire, Whitney and Lauren are especially praised, while Allison, Amis and Atalya fall flat. Amis and Atalya are revealed to be the bottom two, with Atalya lacking a high fashion appeal and Amis looking lost in her photo. However, the judges see Amis has having a certain "edge", and she is saved.