Cycle five premieres with 13 new aspiring models competing in an impromptu fashion show. This season the girls will live together in a Bel Air mansion. Former model Twiggy joins the judges to replace Janice Dickinson.

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The remaining girls go and get a makeover. Cassandra, cries about her new short hair, not knowing it was a mistake. At the photo shoot, the girls pair up and go head to head for the best picture. Kim, surprises the judges and J mentions she really needed a miracle.

Sarah and Kim's relationship heats up while Cassandra's getting hot and bothered by her short hair, and not in a good way. The girls learn how to walk the walk, especially on a moving platform and learn to runaway from the evil fashion police witch.

The return of Janice Dickinson! The girls have to reveal their greatest flaw and learn how to turn that flaw into something great. And for the photoshoot, the girls have to get exaggerated make overs.

Back stabbing all around in this episode of America's Next top model. Jayla steals some of Nik's lines while Coryn spits out some angry lines of her own at Lisa.

The inspiration for today's photo shoot is the 1940's Pin-Up girl style. The girls pose for a potential car advertisement.

The girls meet a previous ANTM winner, do a wild phtoshoot and one of the girls wins the chance to appear on Veronica Mars.

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. Later, the participants arrive at an overseas destination and are swarmed by paparazzi. At the photo shoot, the models are challenged to stand out from their competitors when they all pose together, wearing only underwear, inside a tight telephone booth.

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.

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. 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.

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 models strut their stuff in one last fashion show for London designers Vanya Strok and Nargess Gharani, and one of the competitors is named AMERICA'S NEXT TOP MODEL.