The semi-finalists for Cycle 16 head to Los Angeles, where Jay Manuel and Miss J. help Tyra Banks pull a surprise switcheroo before the 14 finalists are chosen and move into the Top Model penthouse. At a beautiful Malibu estate, the models meet model/designer Erin Wasson and learn to walk a narrow runway in a plastic bubble! Top fashion photographer Russell James is on hand for a backstage photo shoot. Finally, Andr? Leon Talley and Nigel Barker join Erin and Tyra Banks on the judges' panel for the first elimination of Cycle 16.

After Tyra's nutritionist, Heather Bauer, tests the models' knowledge of healthy foods and gives them tips on 'cheaties' they can use to improve their diet, two of the girls get into a verbal smackdown over a piece of chicken. With the help of acting coach Eugene Buica, Nigel challenges the girls to perform for the camera by getting in touch with their 'inner critic.' Photographer Mike Rosenthal and Jay Manuel take the models through a dramatic photo shoot with live bees, and one of the girls faces a personal crisis. Model and actress Alek Wek joins the judges to decide which girl will be eliminated.

The models spend a drama-filled day getting makeovers with top hair stylist Laurent D and fashion photographer Troy Jensen. At the next photo shoot, fashion stylist Lori Goldstein dresses the girls in couture dresses and photographer Pamela Hanson shoots them in small groups, leading to more than one meltdown. One of the models continues to push everyone's buttons. Lori Goldstein joins the judges panel to decide which girl will be eliminated.

The models are shocked to find that fire will be an element of their next runway challenge for designer Geoffrey Mac. Next, the models work in pairs to film a retro-style coffee commercial with photographer/director Francesco Carrozzini. Later, Carrozzini joins the judges panel to decide which girl will be eliminated.

The models face a unique challenge when they work as teams to write, direct and perform a commercial for a new line of CoverGirl cosmetics, all while dealing with emotional tension that leads one of the models to read the diary of another model. At the Los Angeles Zoo, the models wear a new line of faux fur clothes by stylist Rachel Zoe and pose with wild animals.

Tyra helps the girls discover their individual 'fashion archetypes,' and gives them tips on how to deal with fame. After a challenge that involves meeting and interacting with the public at the Century City Mall, the winners get a dinner out with Miss Jay, while the loser has a bit of a meltdown. At the shoot with photographer Jonathan Mannion, the models pose wearing mud, and almost nothing else.

At a shoot with photographer/judge Nigel Barker, the models wear fashions designed for Ford's 'Warriors in Pink' campaign and compete to appear in a national print ad. The winner also gets a huge surprise, and the shoot ends with an angry confrontation between two of the models. Next, Miss J. takes the models on a field trip to Universal Studios for a VIP tour, where they are joined by Jay Manuel for a shoot with photographer Miguel Starcevich and 'Gossip Girl' stylist Eric Damon. Daman joins the judges for an extra-dramatic panel, where one of the girls has a total meltdown.

Tyra educates the models about the importance of a portfolio, which will prove valuable when they learn the challenge is to complete a round of go-see's in Los Angeles. Later, the girls are dismayed to learn their shoot will take place at a landfill, where they will wear eco-friendly couture creations by designer Michael Cinco and be photographed by judge/photographer Nigel Barker. Handbag and accessories designer Lana Marks joins the judges' panel to decide which girl will be eliminated.

The remaining models arrive in Marrakesh, Morroco, where they get to explore the city and enjoy the sights. During a challenge, one of the girls has a meltdown when none of the designer clothing fits her figure. At the photo shoot, one of the models is chastised for trying to direct the shoot, while another deals with body images issues that threaten her photos.

The four remaining girls taste the delicacies in Morocco and, during a difficult challenge where the girls must conduct a tea tray-balancing dance with a twist, one of the models loses her cool. At the photo shoot in the outdoor market, one of the girls tries to overcome feeling sick, while another loses her confidence. London based fashion designer Daniella Issa Helayel joins the judges' panel to help choose the final three models.

The three remaining models struggle through a talk show correspondent challenge and receive an impromptu visit by Tyra that turns into a photo shoot. During another photo shoot, which includes a male model, the girls all struggle to remain composed with so much at stake and Ivan Bart, Senior Vice President and Managing Director of IMG Models, joins the judges' panel to help choose the final two models.

There are only two girls left and the pressure takes a toll. During the taping of a Cover Girl commercial, one model overanalyzes her shoot and the other model's nerves begin to get the best of her. Later, the girls get a surprise that brings them both to tears and participate in a final runway show, where disaster strikes for one of the models. Jay Manuel joins the final judges' panel, where America's Next Top Model is chosen.