BRANDY'S ATTITUDE TAKES ITS TOLL
After the girls undergo a difficult challenge in which a photographer berates them at every turn, tensions run hot between Brandy, the 20-year-old cosmetology student from Houston, Texas, and Tatiana, the 18-year-old waitress from Maui, Hawai'i. Later, a Zodiac photo shoot results in a less than stellar photo for Lluvy, the 21-year-old janitor from Modesto, California, but Brandy's attitude continues to be a problem. When the judges put Brandy and Lluvy up for elimination, Brandy's anger is what finally gets her sent home.

FREAK OUT
The morning after Sarah's elimination, the girls take time to recover from the stressful night. Some of them set up a system for using the phone to call family and friends, and Rebecca, the 22-year-old former flight attendant from Minneapolis, Minnesota, Brittany, the 22-year-old elementary school instructional aide from Tallahassee, Florida, Tiffany, the 22-year-old mother from Miami, Florida, Tatiana and Lluvy decide to make the calling order go from east coast to west coast residents. When Brandy hears this news she is furious since she had announced earlier that she would be using the phone next. Her anger grows when the other girls defend their decision, and Tiffany takes Brandy aside to calm her down.

Tyra Mail arrives instructing the girls to be "on point" by noon, and they head to Stefan Wenta's dance studio for a ballet class. Stefan says, "You are going to use your body as an instrument of expression; the very good models must be form conscious." The class begins and Stefan is a harsh taskmaster, but he recognizes that Naima, the 20-year-old coffee shop waitress from Detroit, Michigan, has previous dance training. Tiffany has a difficult time and says, "I'm not used to controlling my body. My body controls me, so this is really hard for me."

WHEN TO SAY WHEN
Later that night, the girls are treated to a fancy meal at the Pacific Dining Car restaurant. Even though Tiffany says she doesn't drink alcohol anymore, she accepts when the waiter offers her a glass of wine. Four glasses later, she slumps over in her chair and throws up on the floor. Back at the loft, Tiffany and Michelle, the 19-year-old wrestler from Terra Haute, Indiana, talk things over, and Tiffany expresses how much she misses her baby and family.

The next day, the group makes a trip to a restaurant called Il Cielo. They are stunned to see Beverly Johnson, the first African-American supermodel, standing before them. Beverly describes her history-making career, and the girls ask her for advice on modeling, which she happily provides. She inspires everyone with her story and her beauty.

THIS GUY IS INSANE
Later, the next photo challenge begins, and the girls are confused when they arrive at some tennis courts to find photographers and stylists, but no Jay Manuel. They don't know that Jay is watching them from a remote location, and he reveals that the creative team has been instructed to "tear the girls to shreds" to see how they will react. "This is a very realistic situation," he says. The only thing the girls will have control over is how well they do in the photo.

Kahlen, the 21-year-old restaurant hostess from Broken Arrow, Oklahoma, is up first, and makes a great effort to understand exactly what the photographer wants. He is rude and harsh with her, and once she's finished, she breaks down in tears. Tatiana, Brittany and Noelle, the 20-year-old realtor's assistant from Reno, Nevada, later struggle through, and Jay notes that Naima handles herself well on the court no matter what the crazy photographer throws at her. Michelle cries a bit as she walks off the court, Keenyah, the 19-year-old student from Compton, California, holds her composure and Christina, the 24-year-old fashion-marketing student from Tallahassee, Florida, stares angrily as the photographer mutters into a tape recorder, "Note to self: do not print this roll."

FREAK OUT, PART DEUX
The girls watch anxiously as Tiffany heads onto the court, and she balks when the photographer makes her hop around and dance. He zeroes in on her attitude, and soon sends her off the court. Lluvy is able to hold it together, but when Brandy is on the court, the photographer gets right in her face. She isn't able to hide her anger, and later, as the girls rehash their experience with the shoot, the tensions build. Naima explains, "Brandy seems to be confrontational she'll find any excuse to start taking it out on someone." Brandy chooses Tatiana to focus her anger on, but Tatiana brushes her off. Brandy threatens Tatiana, "If we could hit people, your ass would be tore up right now."

Once the shoot is over, the girls gather on the court and realize something is up when Jay walks out to greet them. He explains how the challenge worked and Alex, the nutty photographer, must choose the girl who handled the situation the best. He selects Naima as the winner, who will receive a special dinner with a visit from a surprise guest. She picks Kahlen and Tiffany to go with her. At the Pig N' Whistle they wait impatiently for their guest, and mouths soon drop open when tennis sensation/fashion designer Serena Williams walks in. She gives Naima a hug and a signed tennis racket as a gift. Tiffany is nervous at first, especially when Serena asks the girls to demonstrate their walks, but she loosens up more as she chats with Serena.

HEY BABY, WHAT'S YOUR SIGN?
Another photo challenge is up next--the girls will all model as signs of the Zodiac for a calendar. Tracy Bayne is the photographer, and stunt coordinator Mike Li will help the girls into harnesses that will lift them into the air. The shoot begins, and Jay notes that Naima as Capricorn the goat didn't have "that same pow that she usually does." Kahlen as Aries the ram does well after she settles into posing in the harness. Noelle is Leo, and Jay says "she doesn't look like a proud lion, and I'm a Leo, so I'm pissed." Keenyah is Taurus the bull, and she mixes up her range of expressions, while Brittany does well as Sagittarius the archer. Tiffany is Cancer the crab, and Jay comments "she has grown by leaps and bounds...she commanded that set." Christina is Libra, the scales, and she is able to soften her eyes nicely for the photographer. Tatiana is the Gemini twins, and she struggles to trust the harness. Rebecca is Virgo the virgin, and although she was comfortable on the wire, she didn't change her expression enough for Jay's taste. Michelle had a great shoot as Aquarius the water bearer, while Lluvy had trouble finding the right body shape as Pisces the fish.

FREAK OUT, REVISITED
Brandy waits a long time to go up as Scorpio the scorpion, and the confrontation with Tatiana is still on her mind. Following her shoot, their conflict explodes, and as she stands to get in Tatiana's face, Tiffany pushes her away. Tiffany defends Brandy vehemently, and says that the other girls are causing Brandy to lash out. Back at the loft, the disagreement is as close to resolution as it will get, and Tyra Mail arrives saying that the next elimination will take place in the morning.

MAKING THE GRADE
The judging time arrives, and everyone heads into the panel room to see Janice, Tyra, Nigel, Nolé and guest judge Beverly Johnson. Photos from the tennis shoot along with the Zodiac shoot will be discussed, and Michelle is up first. Her tennis picture isn't well received, but her Aquarius picture is a shimmering delight. Naima has the reverse experience, with her Capricorn photo looking somewhat blah. Tatiana appears irritated in her tennis picture, but Nigel comments, "I quite like it," and her Gemini image is lovely. Although Brittany's tennis photo lacks grace, her Sagittarian picture is beautiful, and she was successfully able to pull back on the sex appeal. Both of Brandy's shots are good, but Tyra and Nolé both focus on her bad attitude. Beverly jokingly comments that some of Keenyah's tennis pictures "should never be seen by anyone, ever," but Nigel calls her Taurus shot "celestial." Kahlen's pictures offer differing images of her: her tennis pics lack confidence, but as Aries, Tyra says she looks "like [she's] about to ram somebody into the wall." In her tennis shot, Christina is contorting her mouth, but for her Libra photo, she is soft and pretty. Neither of Noelle's photos goes over very well, nor do Lluvy's. Tiffany's tennis shots are a little angry, but her Cancer photo is mysterious and intense. Rebecca has an off week, with her Virgo shot called "pedestrian" by Janice.

WORST. PHOTO. EVER.
Deliberations begin, and the judges disagree on some, but Lluvy's picture is universally derided. Rebecca's is dull; Nolé likes Michelle's; Keenyah's is "to die for" and Tatiana's has potential. Beverly loves Brittany and Nigel has liked watching her progression, but he also comments that Brandy hasn't warmed up at all in her shoots. Naima and Noelle both don't wow the judges, but Beverly sees real possibility in Noelle. Tyra notes that Kahlen is shy, but believes her confidence will continue to grow, while Beverly sees Tiffany as having "model potential." Nigel says Christina's picture is one of the best of the bunch, but Beverly comments on her small mouth, saying, "If you don't have it by birth, get it."

BAD PHOTO VS. BAD TEMPER
The elimination begins and Tyra hands out the photos for the models who will continue on. Brittany, Keenyah, Michelle, Kahlen, Christina, Rebecca, Tatiana, Naima, Tiffany and Noelle are all called. Brandy and Lluvy are the final two left, and they nervously step forward. To Brandy, Tyra says that the judges aren't sure if her attitude problem can be healed in twelve weeks, while to Lluvy, Tyra confesses that hers "is the worst photo in the history of AMERICA'S NEXT TOP MODEL." The judges see more potential in one model than the other, and that model is Lluvy. Brandy takes the news hard, saying, "If they'd taken the time to look past what they thought was attitude, maybe they would have seen the real me." She leaves a note for her "big sister" Tiffany, and after packing she leaves the house for good.