SARAH'S SWAN SONG

The competition heats up between the models after Rebecca, the 22-year-old former flight attendant from Minneapolis, Minnesota, wins a runway walk-off and fantastic shoes for herself and some friends, but her happiness is cut short when she collapses during panel. However, when Brittany, the 22-year-old elementary school instructional aide from Tallahassee, Florida, and Sarah, the 22-year-old waitress from Baltimore, Maryland, are put up for elimination, Sarah is chosen to go home after Tyra recognizes her lack of self-confidence in her beauty.

POM-POMS AND PIGTAILS

The day begins with the arrival of Tyra Mail, which reads, "Today you will battle to the death in a coliseum. Be ready at 10AM." The girls have no idea what to expect, and when they head to the L.A. Coliseum where cheerleaders greet them, they are surprised to see Miss J. cheering along with them. Everyone slides on platform clogs and practices walking across the grass, while J. points out problems for each girl. He later demonstrates how to walk down stairs in heels gracefully. Each girl takes a trial run climbing down the stairs while carrying an accessory, and some have more luck than others.

Later, Sarah asks Keenyah for help with her walk, and they practice at the loft. The rest of the girls join in and practice posing before Tyra Mail arrives, announcing another competition. They all pile into the vans and find themselves at Kmart for a "duel" runway challenge. With the help of model and talent scout Sandi Bass, J. will judge the girls on their walks, and there will be only one winner. The girls walk in dueling pairs down the runway to demonstrate their skills, at the same time displaying not-so-glam accessories such as mops, hammers and hula-hoops. One by one, the number is narrowed down to two finalists: Rebecca and Naima. After the last walk, J. announces Rebecca as the winner and tells her she will meet a famous shoe designer as her reward. She also gets to choose five friends to go with her, and she selects Kahlen, the 21-year-old restaurant hostess from Broken Arrow, Oklahoma; Lluvy, the 21-year-old janitor from Modesto, California; Noelle, the 20-year-old realtor's assistant from Reno, Nevada; Naima, the 20-year-old coffee shop waitress from Detroit, Michigan, and Sarah. The rest of them will serve as assistants.

SHOE ENVY

Everyone hops in the vans again to get to designer Stuart Weitzman's shop, which is filled with gorgeous shoes. Rebecca is thrilled to find out that she gets to pick out a pair of shoes for herself, as do the five friends she chose. The others have to serve as shop girls, finding their selections in the stockroom.

While the losers are in the stockroom learning the ropes, Michelle, the 19-year-old wrestler from Terra Haute, Indiana, has a meltdown, fearing that she might get stuck between some of the mobile shoe stacks. The other girls are at a loss about why Michelle has such a volatile reaction, and Michelle hates having revealed her weakness to the others. After some recovery time, she snaps back to her old self, and Tiffany, the 22-year-old mother from Miami, Florida, notes her quick mood change.

SNOTTY OR GRACIOUS?

As the girls assist the chosen six, the claws come out. Although Rebecca feels she's a "gracious winner," Brittany says that everyone was aware of her snooty attitude as she rattled off the names of the many shoes she wanted to try on (while being served chocolate-covered strawberries by Tiffany). Once the choices are made, Stuart hugs the winning group of girls, and the others feel intense jealousy over all the attention. Rebecca senses a line being drawn, but has no regrets over winning, saying, "I'm not here to feed [their] egos. I'm here for me."

That night, Tyra Mail announces that the girls have to be ready for a competition the next morning bright and early, and Michelle separates herself from the rest of the group. Noelle goes to Michelle to find out why she's having a problem, and Brandy, the 20-year-old cosmetology student from Houston, Texas, and Tiffany eavesdrop on the conversation before joining in. Michelle confesses that she's bisexual and had been afraid to reveal it, worrying that the other girls wouldn't accept her. Noelle, Tiffany and Brandy come together to reassure her that it doesn't affect how they feel about her at all, and Michelle is relieved to have finally been honest.

TOPDOG/UNDERDOG

In the morning, the girls end up at Griffith Park Observatory for their photo shoot, where Danilo will handle their hair; Mathu Anderson will do make-up; fashion stylist Q is on wardrobe while photographer Danielle Levitt is shooting the pictures. Tyra arrives as the girls are getting ready and announces they'll be walking ten dogs in an ad for 1-800 Flowers, with a male model in the background. Tiffany knocks out her shoot quickly, and when Christina, the 24-year-old fashion-marketing student from Tallahassee, Florida, follows, the photographer senses some tension in her eyes and face during her session. Brittany tries to pull back the sex appeal, but Jay still senses the sexiness "porno, movement kinda thing" going on. Brandy nails her shoot in the photographer's opinion, and Keenyah, the 19-year-old student from Compton, California, and Naima both struggle to get things right. Tatiana, the 18-year-old waitress from Maui, Hawai'i, does a wonderful job, and Danielle remarks, "Michelle was a wonderful model." She also likes Lluvy's focus, but Jay isn't impressed by Sarah. Noelle was a little awkward, while Kahlen had a tough time mixing it up. Rebecca looks incredible for the camera and does a great job handling the animals.

That night, the girls find they face another elimination the next day, and everyone is extremely nervous. The next morning, the girls practice their walks to pass the time, and later they all file into the panel room for evaluation. Tyra introduces the judges, including guest judge Sandi Bass, and announces the challenge: demonstrating their walks while wearing a burlap potato sack. The girls each show off their walking ability in heels, carefully climbing down the few steps to get started.

CALL THE PARAMEDICS

Evaluations begin with Rebecca, whose picture Janice admiringly calls "a little slutty, real 40s pin-up." Although her walk wasn't great, her photo goes over well. As Sandi is giving her assessment, Rebecca's eyes roll back into her head and she passes out cold, falling to the floor. The other girls rush around to help her, and the paramedics are called to the scene to cart Rebecca off to the hospital. Noelle knows about Rebecca's pre-existing condition that causes her to collapse, but it had been years since her last episode.

Tyra approaches the group, and though everyone (including Tyra) is shaken up, they agree to go on with the evaluations. Tatiana is next, and Brandy recommends that she try to be lighter on her feet. The judges all praise her pic, with Janice saying it's" Stephanie Seymour meets Jacqueline Bisset." Tiffany follows, and Nigel suggests she practice her walk by "doing Stairmaster with your heels on." Her picture also goes well. When Sarah is up, neither her picture nor walk goes over well. Tyra tells Lluvy she is the only model who did something with the potato sack as she walked, and her picture is universally praised. Michelle's walk was terrible, but there is surprise when her photo turns out to be gorgeous and unique.

SPLIT DECISIONS

Brandy's walk was considered angry, and her picture lacks passion. Tyra gives Christina some advice on her walk, but Janice wants her to bring it from within. Naima's walk was a little wild, and her picture splits the opinions of the judges down the middle. Brittany is next, and they recommend she lighten up her stride. Janice loves Brittany's shot, but her sexiness is brought up again, even though she tried to tone it down. Noelle's walk was bland, but her photo looks terrific, with her long, lean legs a major asset. Kahlen is told to wake up her walk with some energy, but the judges don't love her picture. Although Keenyah tripped on her walk, the judges applaud her for going on, even though they criticize her for making her clothing too complicated. Her photo is spectacular, and Tyra says the shot was "the first click of the photographer's camera." Janice calls it "the best beauty shot of the lot."

Deliberations begin, and the judges argue over what they like and don't like in each shot. Lluvy, Keenyah, Noelle and Tiffany are all praised, but decisions are split for the rest. Michelle is called unpredictable, while Janice and Tyra disagree over Sarah. Nigel likes Naima even though she isn't everybody's cup of tea. Tatiana, Kahlen and Brittany don't fare well, and neither do Christina, Brandy or Rebecca.

COMING HOME

Rebecca returns from the emergency room, shaken but determined to move forward in the competition. Tyra reassures her that she won't be judged for her condition, which Rebecca has dealt with since age three, and that if she's ready, they can move on to the elimination. She's prepared, so the panel begins again.

One by one, Tyra calls the models forward, until only two are left standing: Brittany and Sarah. To Brittany, Tyra explains that her sexuality is "a little triple-X for the fashion industry." Tyra also wonders if Sarah "believes in her loveliness, because if [Sarah doesn't] believe, we don't believe." Finally, Tyra hands Brittany her picture, and Sarah is eliminated. As she packs her things to leave the loft, Sarah's spirits are downtrodden. "I feel like I have a lot more natural talent than a few other girls that are still in there… I'll be okay; it's just all my life I grew up as the ugly duckling, and once again I've proven to myself I'm not good enough. It's just hard."