Original Airdate: June 3, 2003
The third episode begins with makeovers of all eight remaining contestants, which some girls are more enthusiastic about than others. The reward challenge involves doing the best job picking out and putting on makeup, which Elyse wins, and gets to meet some famous fashion people, including Maximilliam Tucci. She wound up picking Adrianne, Nicole, and Robin (by draw). Nicole decided not to go because she was "sick", but it was really because she wanted to talk to her boyfriend. Later it is announced that each contestant will be posing with a guest model in the week's shoot - a snake. While this terrifies many contestants, the group still manages to take strong photos as a whole. The day after the shoot, Adrianne is rushed to the hospital with severe food poisoning, and she later forces her way out of the hospital and back to the competition so as not to be automatically eliminated. At panel, Ebony is criticized for the texture of her skin, and Nicole is ousted as she is deemed not committed enough to the competition, especially after she was picked by Elyse to join her for the reward, and refused because she felt sick.
- Guest Judge: Jay Manuel
- Featured photographer: John Ward
- Special Guest: Karen Lepine, Jon Silverman, Count Maximilian Tucci, Janice Combs, Constance White, Anand Jon, Derek Kahn
- Challenge winner: Elyse, picked Nicole (called in sick), Robin and Adrianne
- Bottom two: Ebony Haith & Nicole Panattoni
- Eliminated: Nicole Panattoni
- This is the first appearance of Jay Manuel who will join the regular cast in Cycle 2 episode 2.
- This episode features the first makeover, with its infamous meltdownbs, this time courtesy of Giselle, Robin and Ebony.