After 32 aspiring models arrive in Pasadena, Calif., to face host Tyra Banks, art director of photo shoots Jay Manuel and runway expert J. Alexander, the field quickly narrows to 13 finalists, however, the finalists are given little time to settle into their posh new mansion in Los Angeles before Jay Manuel reveals in a jaw-dropping announcement that they will be bald for their first photo shoot. Meanwhile, Janice Dickinson makes a surprise appearance, adding even more pressure for the 13 finalists as she leads them into a grueling press conference in front of TV personality and radio host Todd Newton ('E! News'); TV personality and actress Rolanda Watts ('My Wife and Kids'); 'Access Hollywood' special correspondent and son of actor Will Smith, Trey Smith; news reporter Tina Frazier; and fashion industry expert Trish Moreno. The participants:
Brooke, Student; age 22 of Corpus Christi, Texas
Danielle, Babysitter; age 20 of Little Rock, Ark.
Furonda, Student; age 24 of Stuttgart, Ark.
Gina, Translator; age 21 of Tampa, Fla.
Jade, Restaurant Hostess; age 26 of Philadelphia, Pa.
Joanie, Sales Associate; age 24 of Beaver Falls, Pa.
Kari, Student; age 18 of Brookings, S.D.
Kathy, House Painter; age 20 of Brevard, N.C.
Leslie, Student; age 18 of Higley, Ariz.
Mollie Sue, Waitress; age 25 of Tampa, Fla.
Nnenna, Chemist; age 24 of Houston
Sara, Student; age 22 of Davis, Calif.
Wendy, Retail Assistant Manager; age 22 of New Orleans, La.

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At a Beverly Hills salon, Tyra, Jay Manuel, J. Alexander and salon owners Joel Warren and Edward Tricomi transform the models with unbelievable makeovers; and the participants are challenged to show off their personal style by celebrity stylist Rachel Zoe and Cycle 4 Winner Naima Mora, who give the girls the opportunity to win a ,000 shopping spree at Los Angeles boutique, Nanette Lepore, and then head off to a photo shoot where they pose with ice sculptures. Later, one competitor decides it's time to let her inner-diva out by laying down some house rules for everyone to follow, only to have another model take her to task.

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After a coaching session with supermodel Janice Dickinson and Cycle 5 competitor Lisa D'Amato, the models participate in a quick-change photo shoot representing all four seasons and a second photo shoot that symbolizes their career goals. Later, one competitor stirs up some controversy when she kisses one of the male models during one of the photo shoots.

After getting a lesson in improvisation at the legendary comedy workshop The Groundlings, the models are challenged to successfully deliver a mostly-improvised CoverGirl commercial, and one lucky girl, whose improv skills are superior, wins a guest starring role on 'Veronica Mars'. Later, some of the models appear in a public service announcement about HIV prevention in support of KNOW HIV/AIDS, a joint venture between CBS Corporation and Viacom, in partnership with the Kaiser Family Foundation.

The models are given tips on advanced runway techniques and are coached by two movement experts. Later, the women take part in a church fashion show. At the photo shoot, they model a line of shoes while krumping a hip-hop dance with Tommy the Clown.

After getting a lesson about the ugly side of modeling, the participants are tested on their ability to handle harsh criticisms, and one model must face a difficult surgical procedure, while two lucky models receive special visitors from home. The girls must pose as a doll in their pictures. Later, the models visit with supermodel Janice Dickinson and ANTM's cycle three winner Eva Pigford on the set of a photo shoot for designer MarcEcko and ElleGirl magazine, and then are directed by Tyra for a black and white photo where they must be tearful, yet beautiful.

The models are coached on how to handle challenging interview questions from public relations expert Rachel McCallister, then put to the test by tough interviewer and Vanity Fair contributor George Wang; and they all receive surprise news that they will travel overseas to a major fashion destination. After arriving to their new location, the models visit a spa where the losers of an earlier challenge have to pamper the winners; and at an unusual photo shoot, the models are put into a harness and wired to hang upside down over a floating market to pose as freshly caught mermaids.

Loaded with never-before-seen footage from the first nine weeks of UPN's hit dramality series, this special episode includes Gina's habit of biting others, Joanie imitating Furonda and Danielle playing a prank on Jade. This episode also features the girls' reactions to Nnenna's kiss with a male model, the participants having dinner with Janice Dickinson and Jay Manuel surprising the girls with a visit to the model house.

The girls are now in Thailand and must learn classic Thai dance moves, and make a beautiful picture at the same time. Then they are taken to the middle of a jungle, and must pose on top of an elephant. Also, one of the girls are rushed to the E.R.

The final four models meet Thai designer Pichita Rucksajit who sends them on a challenge to travel via 'tuk tuk' (Thai taxis) to meet and impress local designers; after which the girls fly to Phuket where Tyra talks about the Tsunami to remind them of the importance of respecting local history and culture when modeling internationally. Later the models pose beachside in Op bikinis for a spread in the June/July 2006 issue of ElleGirl magazine and Amp'd Mobile, photographed by judge Nigel Barker.

In Bangkok, the three remaining models face-off and struggle to deliver their lines and best poses for a CoverGirl commercial and photo shoot, and after the challenge one girl is eliminated on the sixth-cycle finale. Photographer Jim DeYonker makes a guest appearance and top Thai designer Roj Singhakul of 'Issue' Clothing Line serves as a guest judge for the first elimination. Later, the two finalists model before the judges and a large crowd in the final runway challenge on a giant, twisting, runway set as an ancient city of temples over water. After an intense judging session, the winner of America's Next Top Model is revealed.