Original Airdate: May 20, 2003
The eight contestants selected at the semifinals arrive in New York City and are escorted to the loft apartment in the Flatotel that they will be sharing for the first half of the competition. In one room, they discover pullout mattresses underneath their beds. Two additional contestants, Giselle and Tessa, are soon added to the group after being scouted at a separate audition. After Brazilian bikini waxes have been administered to the contestants, and initial weights are recorded, the contestants head to their first photo shoot - modelling JLO by Jennifer Lopez bikinis atop a Manhattan skyscraper in frigid weather. At the first judging session, the judges feel that Elyse is too thin, and that Tessa has been taught how to pose incorrectly. They also remark that Shannon looks much better in her pictures than in front of the panel, and perhaps she has tanned too much. Finally, the judges decide to eliminate Tessa, because even though she had a strong high fashion look, they thought that she lacked the personality to be a model.
- Guest Judge & featured photographer: Douglas Bizarro
- Special Guest: Jon Silverman, Johnice Padila, Elizaebth Moss
- Bottom two: Shannon Stewart & Tessa Carlson
- Eliminated: Tessa Carlson
Named after: TBA
- This is the only episode to feature both semi-finals and the first elimination.
- This is with Cycle 2 one of the only times where contestants were scouted at separate auditions.