Sixteen models must convince academic Renaissance man Ben Stein and fashion industry guru Mary Alice Stephenson that they have brains as well as beauty. But not everyone can spell success or walk and talk their way down a runway! Who will make the callback, and who will be sent packing?

The 12 remaining models must pair up and compete in a game show challenge called "Puzzle Me Pretty", where the prizes are clothes and props for a high-fashion photo shoot. The losers must pose completely naked.

The remaining models must eat and exercise to win their way to the next callback.

Bill Nye the Science Guy helps the remaining models present a science fair. Can they succeed in electrifying the judges or will it blow up in their faces?

A field trip to a high school science classroom puts the models' knowledge of anatomy to the test... literally.

A birthday bash becomes a disaster as the seven models discover they must network with LA's top fashion agents and fashionistas -- after they've had one too many! One model has a melt down, but can the others keep their cool?

The six remaining models must think on their feet in a treadmill challenge to win a changing room with a view of the runway.

One model must go it alone as they pair up to build and race go-karts. Another model makes a secret phone call to give theirself an edge on the next challenge: spokesmodeling the Jaguar XKR. Will the others call them out on cheating? Who will the judges send home, and who will they send to the finale to become America's Most Smartest Model?

It's the final showdown and only 3 models are left. The group travels to sunny Palm Springs to compete in a supersized modeling challenge. Only two survive this best of the best challenge and move on to the finals.

The remaining two contestants have been bitter rivals, and now they will stop at nothing to win it all. But, when all is said and done only one member can bring home the $100,000 grand prize and the title of America's Most Smartest Model.