A rift between two women could be detrimental to the entire group, whose challenges include a photo shoot showing only their faces and another underwater, which presents a problem for one contestant who can't swim.
The nine remaining contestants get makeovers from stylist Laurent Dufourg, but one woman may be punished for refusing to go along. Meanwhile, a photo shoot in a cemetery proves to be a daunting challenge.
Season 3 begins with 10 contestants moving into a loft in Los Angeles and preparing for their first challenge: a photo shoot in bikinis. Brooke Burke is the new host, and model Roshumba Williams replaces Beverly Johnson on the panel of judges with Sean Patterson and Robert Verdi.