Tyson Beckford along Marlon and Season 1 Finalist Perry Ullman, Ben DiChiara and Frankie Godoy search for hopeful models. Only 16 will compete in New York City for $100,000, a 1 year contract with New York Model Management and a fashion pictorial with Cosmopolitan Magazine.

In the premiere episode, sixteen aspiring models find themselves in the heart of New York City, competing for $100,000, a modeling contract with New York Model Management, and a fashion pictorial in Cosmopolitan magazine. The models are immediately thrown into their first photo shoot of the competition, where they are challenged to create an intimate moment as they dangle high above New York City in a plexiglass box. For their first elimination catwalk, the models meet the esteemed panel of judges: model scout and manager Marlon, model Jenny Shimizu, photographer Perou, and renowned fashion designer Catherine Malandrino.

An early morning e-mail sends the models to Manhattan for their next photo shoot with photographer Suza Scalora. The competition amps up when the models get their new “supermodel” makeovers. This brightly colored challenge tests what they can do with candy as their inspiration. Continuing with the color theme, the catwalk brings high energy to the judge's table, but additional challenges keeps the models on their toes.

The models head back to high school for their next challenge, where they test their skills with wire work as they to capture an authentic sports moment. The athletic theme continues on the catwalk, and Tabatha Coffey from Bravo's Tabatha's Salon Takeover joins as a guest judge.

The stakes are raised as the models learn their prize for winning this week's photo shoot will be a trip to Montreal, where they will have the opportunity to walk in Montreal Fashion Week. Guest mentor supermodel/actor Michael Bergen fills in for Tyson Beckford and supermodel Maggie Rizer serves as a guest judge.

The remaining models compete in a military themed challenge and learn they will be broken up into groups of three for a risqué photo-shoot. The catwalk challenge keeps the lines of sexuality blurred. Author and photographer Kelly Klein joins the panel as a guest judge.

The models fight to stay afloat in this week’s challenge as they undertake their first underwater photo shoot with acclaimed photographer Howard Schatz. On the catwalk, noted Brazilian fashion designer Alexandre Hirtchkovic joins the panel as a guest judge.

It's party time as the models find themselves flashing back to the '60s in this week's challenge. They will be posing for world-renowned photographer and elite party icon, Roxanne Lowit. This week's catwalk will be an all-out style war, and stylist Rebecca Weinberg serves as a guest judge. Stakes are even higher as not one but two models are eliminated.

The models leave Manhattan behind, heading to the country for a photo shoot with photographer Aliya Naumoff who asks them to embrace their inner farmer. On the catwalk, the models gain inspiration from the English countryside. Supermodel Maggie Rizer returns as a guest judge and is joined by renowned hair stylist Harry Josh.

The seven remaining models get a lesson in accessorizing during this week's photo shoot as the items they choose are the only thing between them and the lens of photographer Bill Diodato. The models rock the catwalk, but to their surprise, they won't be alone.

The models get the opportunity to display the "Rowdy" fashion line by Grammy Award-winning producer Dallas Austin and participate in a photo shoot with Patrik Andersson. The catwalk challenges the models to perfect their balance by gliding down the catwalk — on wheels.

The models must warm up the camera on a winter day outside on a beach in New York. Renowned art and fashion photographers Markus Klinko and Indrani shoot the chilly swimsuit wearing models who are accessorized with creatures from the deep. The catwalk challenge makes the models channel their inner blond as they wear fashions from the red-hot fashion design team "The Blonds."

As the clock ticks towards the finale, the final four models get ready for their careers to explode … literally. In this week’s photo shoot, they have only one chance to get the perfect shot for photographer Clay Patrick McBride while flames and explosions are going off all around them. The action doesn't stop there — the models burn up the catwalk decked out in sleek, high fashion tuxedos, and elegant evening gowns by fashion designer and resident judge, Catherine Malandrino.

The final three models face off and go head-to-head with two major photo shoots and an extended catwalk challenge. The first shoot is with world famous photographer, Timothy Greenfield Sanders, and the second is done for Cosmopolitan magazine, captured by famed celebrity photographer Marc Baptiste. A final twist comes as the models are each surprised with a visit from a family member, who accompany them to a SoHo art gallery where their best shots are on exhibit. Fashion photographer and music video director Matthew Rolston joins the four judges for the final deliberation.