An unexpected turn of events sees one girl leaving the competition for good. The girls take part in their first runway show for Kleinfeld Bridal, and they must walk in couture bridal gowns on a grand staircase. After the winning team is revealed, it's goodbye for another one of the wannabe models.

Supermodels Coco Rocha, Karolina Kurkova, and Naomi Campbell begin their search for 'The Face'. The final three teams are selected, and the hopefuls move one step closer to the ultimate prize.

The final twelve move into their new loft in New York City, and they are coached through their very first campaign photo shoot by their supermodel mentors. The goal is to create an ad campaign worthy of being featured on the pages of W Magazine.

The remaining contestants undergo a challenge for Vogue Eyewear, and pressure mounts as bickering begins to ravage Team Naomi. For the shoot, the models must perform a commercial in Cosabella lingerie with their teammates.

The eight remaining models prepare for a dancing challenge, and must later shoot for a Marshall's lookbook with their teammates. The arguments between Jocelyn and Sandra reach an all-time high when Naomi steps in to intervene, and a shocking elimination catches one team by surprise.

The hopefuls prepare for their latest test shoot challenge — shooting a commercial for Christian Louboutin shoes. Tempers flare when one model threatens to leave the competition. For the campaign, the teams must write their own scripts and direct a commercial in which they attempt to sell miscellaneous items from Opensky.com.

The girls learn about the double elimination that will be taking place, and prepare to win the final campaign that will assure them a place in the finale. After the glitz and glamour of the red carpet and a surprise interview conducted by Wendy Williams, the winning coach must decide which two girls will be sent home.

The remaining four contestants take part in their final shoot for ULTA beauty. One last surprise elimination sees only three of the models put through to the final task, which is walking in the runway for a Zac Posen fashion show.