The semifinalists meet in LA and have a pool party to celebrate making it that far. Deciding to have a bit more fun, some of the girls trek out to a local hotspot where one semifinalist gets into a bar fight with a local. Later on, the girls introduce themselves more to the judges and a cut is announced where 14 out of the 34 girls are eliminated. A second cut eliminates 6 more girls and the Final 14 are presented.

A rooftop photo shoot turns into a steamy vacation for the girls. Not long after, one is sent home, than another.

The girls all head to Peter Coppola studios to get their traditional season makeovers. During the hair transformations, one girl gets an extra special facial, and one sees a dentist.

The girls are taken to Runway 101, where J. Alexander teaches them the basics alongside America's Next Top Model herself, Yoanna House. After the lesson, J. takes the girls backstage at a Heatherette fashion show where the girls will be walking. The photoshoot this week has the girls exposing a lot about themselves.

The girls are treated to lessons from Janice Dickinson herself in the art of posing. This will come in useful later when they have to pose in La Perla lingerie in the store's front window. At the photoshoot, a lot of the girls are to model Dooney and Burke's latest line, all while on roller skates.

Tyra invites plus-size supermodel Kate Dillion and a nutritionist over to the loft to discuss with the girls about healthy eating and positive body image. The next morning, the girls are taken to an obstacle course and later are told to climb up 14 flights of stairs. The photoshoot is for an energy drink, and the girls have to jump on a trampoline.

The girls go on go-sees. One girl forgets something valuable and it may cost her more than she knows. A very big surprise awaits the girls at the photo shoot. The girls prove just how versatile they are.

The girls get fashion advice from stylist Rebecca Weinberg. Afterwards, they are taken to a shopping spot to find a fashionable outfit to wear. When the girls are finished, they are dropped off at a secret location that turns out to be an impromptu red carpet. At elimination, Yaya goes over the edge when Rebecca says that Yaya wants to prove her "African-ness".

The remaining girls are surprised with a visit by actor Taye Diggs. That's not the only surprise -- shortly after the girl's finish their acting exercise, Tyra surprises them with a trip to Tokyo, Japan. There, the girls find that the work gets only harder as they work on a soup commercial with a Japanese speaking director.

As the competition quickly comes to a close, the girls are taken to a tea house to learn the ancient technique of a proper tea ceremony. One girl has more difficulty than the others.

On the finale for Cycle 3, the final three do a photoshoot that will be the ad for Covergirl Cosmetics if they win. Wearing sparkling tops and posing on a zenlike pond, Eva, Yaya, and Amanda make it a hard decision for the judges. The final two take to a unique runway show. When the judge's deliberation is over, the winner is announced.